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EXHIBIT 2 <br />EXHIBIT D <br />prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs <br />of investigation, and costs of suit from the losing Party. <br />8.24 Authority to Execute. The person or persons executing this Agreement on behalf <br />of each Party warrants and represents that he or she/they have the authority to execute this <br />Agreement on behalf of his or her/their corporation, partnership or business entity and warrants <br />and represents that he or she/they has/have the authority to bind the Party to the performance of its <br />obligations hereunder. <br />{Signatures on following page) <br />24 <br />5 53 94.00101 \42405 923.1 <br />