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• be County in his or her individual capacity, and neither the members of the Board of County Commissioners of the County nor any officer thereof executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accoun- tability by reason of the issuance thereof or by virtue of the execution and delivery of this Agreement. No member, officer, commissioner, employee or agent of the County shall incur any personal liability with respect to any other action or failure to take action under this Agreement, provided such member, commissioner, officer, employee or agent acts in good faith. Section 15. Miscellaneous. (a) The Proprietor agrees to pay at the Closing (i) the reasonable fees %nd expenses of Counsel to the Depository and the Bondholder and of Bond Counsel and all other costs and expenses incidental to the financing hereunder and the issuance of the Bond including the costs of producing the docu- ments referred to herein; (ii) all taxes, if any, upon any docu- ments or transactions pursuant to this Agreement; (iii) all expenses incidental to all filings or recordings pursuant to this Agreement, the Escrow Agreement,the Lease, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Mortgage and Security Agreement and the Assignment of Rights; and thereafter, to pay all costs of collection (including reaso- nable counsel fees) in the event of default in the payment of the principal of or interest on either the Bond or other charges payable under this Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the County, the Bondholder, the Company, and the Proprietor and their respective successors, heirs, beneficiaries and assigns. All of the representations, warranties and agreements contained in this Agreement shall survive closing and shall remain operative and in full force until the obligations of all parties hereunder have been satisfied. (c) Upon payment of the Bond or until it shall no longer be outstanding, the County shall be relieved of all further obligations with respect to the Bond and this Agreement. (d) Any money required or permitted to be paid or depo- sited with the Depository under the provisions of the Loan Agree- ment, the Escrow Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Mortgage and Security Agreement or the Assignment of Rights (other than as a payment or prepayment of loan installments or of the principal of, or premium, if any, or interest on, the Bond or as a payment of or reimbursement for an expense to be paid or reimbursed to the Depository by the Proprietor) shall be held as a special trust -16-