Pennsylvania Uses in Authority Clause

Authority from Lease Agreement

Authority. a If Tenant signs as a corporation, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized end existing corporation, that Tenant has and is qualified to do business in The Commonwealth of Pennsylvania that the corporation has full right and authority to enter into this Lease, and that each and every one of the persona signing cm behalf of the corporation are authorized to do so. Upon Landlords request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. b No consent or approval by, notice to, or registration with, any lender or other party is required on the part of Landlord in connection with the execution and delivery of this Lease by Landlord or the performance by Landlord of the transactions contemplated thereby. Landlord covenants and represents that it is the owner of the Building and has the power and authority to enter into this Lease which will be valid and binding on the Building; and the person executing this Lease on behalf of Landlord hereby covenants, warrants and represents that he or she is authorized to enter into this Lease on behalf of Landlord.

Authority from Lease Agreement

Authority. a If Tenant signs as a corporation, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized end existing corporation, that Tenant has and is qualified to do business in The Commonwealth of Pennsylvania that the corporation has full right and authority to enter into this Lease, and that each and every one of the persona signing cm behalf of the corporation are authorized to do so. Upon Landlords request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. b No consent or approval by, notice to, or registration with, any lender or other party is required on the part of Landlord in connection with the execution and delivery of this Lease by Landlord or the performance by Landlord of the transactions contemplated thereby. Landlord covenants and represents that it is the owner of the Building and has the power and authority to enter into this Lease which will be valid and binding on the Building; and the person executing this Lease on behalf of Landlord hereby covenants, warrants and represents that he or she is authorized to enter into this Lease on behalf of Landlord.

Authority from Stock Purchase Agreement

This Stock Purchase Agreement is made and entered into as of the 4th of November, 2010 (the Agreement) between ERIE INSURANCE EXCHANGE, a reciprocal insurance exchange organized under the Insurance Company Law of the Commonwealth of Pennsylvania (the Buyer) and ERIE INDEMNITY COMPANY, a corporation organized under the laws of the Commonwealth of Pennsylvania (the Stockholder) which owns all of the issued and outstanding shares (the Shares) of capital stock of ERIE INSURANCE COMPANY, a Pennsylvania stock insurance company (EIC) and ERIE INSURANCE PROPERTY AND CASUALTY COMPANY, a Pennsylvania stock insurance company (EIPC and together with EIC and Erie Insurance Company of New York, a New York stock insurance company, the Companies).

Authority. This Agreement and the transactions contemplated herein have been duly approved by all necessary action on the part of the Stockholder. This Agreement, when executed and delivered by the Stockholder and assuming the due execution hereof by the Buyer, will constitute the valid, legal and binding agreement of the Stockholder enforceable in accordance with its terms. Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein, nor compliance with nor fulfillment of the terms and provisions hereof, will (i) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the governing instruments of the Stockholder or either of the Companies, any instrument, agreement, mortgage, judgment, order, award, decree or other restriction to which either of the Companies or the Stockholder is a party or by which either of them is bound or any statute or regulatory provision affecting either of them; (ii) give any party to or with rights under any such instrument, agreement, mortgage, judgment, order, award, decree or other restriction the right to terminate, modify or otherwise change the rights or obligations of either of the Companies under such instrument, agreement, judgment, order, award, decree, mortgage or other restriction or (iii) require the approval, consent or authorization of or any filing with or notification to any federal, state or local court, governmental authority or regulatory body, except as required by the Pennsylvania Insurance Company Law or the New York State Insurance Department, as applicable. The Stockholder has full power and authority to sell, assign, transfer and deliver the Shares to the Buyer pursuant to this Agreement and to do and perform all acts and things required to be done by the Stockholder under this Agreement.

Authority from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT, made as of the 30th day of April 2008, by and between Metalico Neville, Inc., a Pennsylvania corporation (Buyer) and Grand Avenue Incorporated, a Pennsylvania Corporation (Grand Avenue), Assad Iron & Metals, Inc., a Pennsylvania corporation (Assad Iron), Heidelberg Metals, Inc., a Pennsylvania corporation, trading and doing business as Neville Metals (Neville Metals), Neville Recycling LLC, a Pennsylvania limited liability company (Neville Recycling), and Platt Properties LLC, a Pennsylvania limited liability company (Platt Properties), collectively the Seller.

Authority. All necessary corporate action has been taken by Seller with respect to the execution, delivery and performance by Seller of this Agreement and the agreements contemplated hereby (the Transaction Documents) and the consummation of the transactions contemplated hereby and thereby. This Agreement is legally binding upon Seller, and Seller has all requisite corporate power, authority, and capacity to execute and deliver this Agreement and the other Transaction Documents, and to perform all of its obligations hereunder.

Authority from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER made as of the 25th day of August, 2003, by and between FULTON FINANCIAL CORPORATION, a Pennsylvania business corporation having its administrative headquarters at One Penn Square, P. O. Box 4887, Lancaster, Pennsylvania 17604 (Fulton), and RESOURCE BANKSHARES CORPORATION, a Virginia corporation having its administrative headquarters at 3720 Virginia Beach Boulevard, Virginia Beach, Virginia 23452 (Resource).

Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of Fulton, and no other corporate action on the part of Fulton is necessary to authorize this Agreement or the consummation by Fulton of the transactions contemplated herein. This Agreement has been duly executed and delivered by Fulton and, assuming due authorization, execution and delivery by Resource, constitutes a valid and binding obligation of Fulton. The execution, delivery and consummation of this Agreement will not constitute a violation or breach of or default under the Articles of Incorporation or Bylaws of Fulton or any statute, rule, regulation, order, decree, directive, agreement, indenture or other instrument to which Fulton is a party or by which Fulton or any of its properties are bound.

Authority from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER made as of the 25th day of August, 2003, by and between FULTON FINANCIAL CORPORATION, a Pennsylvania business corporation having its administrative headquarters at One Penn Square, P. O. Box 4887, Lancaster, Pennsylvania 17604 (Fulton), and RESOURCE BANKSHARES CORPORATION, a Virginia corporation having its administrative headquarters at 3720 Virginia Beach Boulevard, Virginia Beach, Virginia 23452 (Resource).

Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of Fulton, and no other corporate action on the part of Fulton is necessary to authorize this Agreement or the consummation by Fulton of the transactions contemplated herein. This Agreement has been duly executed and delivered by Fulton and, assuming due authorization, execution and delivery by Resource, constitutes a valid and binding obligation of Fulton. The execution, delivery and consummation of this Agreement will not constitute a violation or breach of or default under the Articles of Incorporation or Bylaws of Fulton or any statute, rule, regulation, order, decree, directive, agreement, indenture or other instrument to which Fulton is a party or by which Fulton or any of its properties are bound.

Authority

This DEED OF TRUST, ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING (this Deed of Trust) is dated this 28th day of November, 2000 from REDINN HOTEL, L.P., a Texas limited partnership, having an address at c/o Western International, One Spurling Plaza, Suite 114, 12850 Spurling Road, Dallas, Texas 75230-1258 (Grantor) to TRANSNATION TITLE INSURANCE COMPANY, whose address is 14450 N.E. 29th Place, Bellevue, Washington 98007, as Trustee (Trustee), for the benefit of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation with an address at 200 Witmer Road, Horsham, Pennsylvania 19044, Attention: ServicingExecutive Vice President (Beneficiary).

Authority. Grantor represents and warrants that: (a) it has full power, authority and right to execute, deliver and perform its obligations pursuant to this Deed of Trust, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, hypothecate and assign the Property pursuant to the terms hereof and to keep and observe all of the terms of this Deed of Trust on Grantors part to be performed; and (b) Grantor is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the related Treasury Department regulations, including temporary regulations. Beneficiary represents and warrants that it has full power, authority and right to execute, deliver and perform its obligations pursuant to this Deed of Trust.