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Section 5.4 Cooperation of the Issuer. The Issuer shall cooperate fully with the <br />Company at the expense of the Company in fling any proof of Loss with respect to any insurance <br />policy covering the casualties described in Section 5.1 hereof and in the prosecution or defense of <br />any prospective or pending condemnation proceeding with respect to the Schoolhouse and will, <br />to the extent it may lawfully do so, permit the Company to litigate in any proceeding resulting <br />therefrom in the name and behalf of the Issuer. In no event will the Issuer voluntarily settle, or <br />consent to the settlement of, any proceeding arising out of any insurance claim or any <br />prospective or pending condemnation proceeding with respect to the Schoolhouse or any part <br />thereof without the prior written consent of the Company Representative. <br />(The remainder of this page is intentionally left blank.) <br />23 <br />5600$61v1 <br />