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time the County is in default under the Support Agreement or this Agreement; and <br /> (iii) no Bank shall exercise any right of setoff against the Company's <br /> property without the prior agreement of a majority of Banks by Percentage Share. <br /> (c) In pursuing any recovery or taking any action after an Event of Default, <br /> each Bank shall act reasonably and with due regard for the interests of the County and the <br /> other Banks, and each Bank shall act reasonably to coordinate its recovery efforts with <br /> the efforts of the other Banks. <br /> SECTION 7 <br /> Miscellaneous <br /> 7.1. Amendments. All modifications, consents, amendments or waivers of any <br /> provisions of any Company Loan Document, or waiver or consent to any departure by the <br /> Company therefrom, shall be effective only if the same shall be in writing and consented <br /> to by the Banks holding more than a 65% Percentage Share and the Company, and then <br /> shall be effective only in the specific instance and for the purposes for which given, and <br /> only if communicated to all of the Banks; provided, however, that no modification, <br /> consent, amendment or waiver which purports to change the terms of the Notes or the <br /> Loan Commitments shall be effective unless approved in writing by all affected Banks. <br /> 7.2. Benefit; Assignments This Agreement shall be binding upon and shall <br /> inure to the benefit of the Banks and the Company and their respective successors and <br /> assigns. Any Bank may assign its rights and obligations under this Agreement, in whole <br /> or in part, to any other federally-insured national banking association or North Carolina <br /> banking corporation, and any Bank making such assignment shall promptly notify the <br /> Company of such assignment and provide the Company with evidence of the assignment <br /> and the assignee's undertaking to comply with the.requirements of this Agreement. The <br /> Company may assign its rights and obligations under this Agreement, in whole only and <br /> not in part, but only with the written consent of Banks holding more than a 65% <br /> Percentage Share, which consent shall not be unreasonably withheld. <br /> 7.3. Confidentiality, Each Bank agrees to hold any confidential <br /> information which it may receive from the Company pertaining to the Program Loans in <br /> confidence, except for disclosure (a) to the other Banks, (b) to legal counsel, <br /> accountants, and other professional advisors, (c) to regulatory officials, (d) as required <br /> by law or legal process or in connection with any legal proceeding, or (e) to another <br /> financial institution in connection with any disposition or proposed disposition of a <br /> Bank's interests hereunder or under that Bank's Note. In all aspects of carrying out the <br /> terms and purposes of this Agreement, the Banks and the Company shall maintain the <br /> 8 <br />