Common use of Corporate Documents; Officer’s Certificates; Copies of Documents; Etc Clause in Contracts

Corporate Documents; Officer’s Certificates; Copies of Documents; Etc. The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) A Note payable to the order of the Swingline Bank or each Lender that has requested the same. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving each Loan Document to which it is or is to be a party and the transactions contemplated thereby, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions, this Agreement, the Notes and each other Loan Document. (iii) A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation or formation, listing the charter (or other formation document) of the Borrower and each other Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower’s or such other Loan Party’s charter (or other formation document) on file in his office, (B) the Borrower and each such other Loan Party have paid all franchise taxes to the date of such certificate and (C) the Borrower and each other Loan Party are duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its incorporation or formation, it being acknowledged that the certificates previously received by the Administrative Agent from the Borrower and each Subsidiary Guarantor are satisfactory to the Administrative Agent. (iv) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary (or in the case of Accuride Erie by a duly authorized officer of the sole member of its general partner), dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter (or other formation document) of the Borrower or such other Loan Party since the date of the certificate referred to in Section 3.01(i)(iii), (B) the absence of any amendments to the bylaws (or other organizational document) of the Borrower and such other Loan Party previously delivered to the Administrative Agent and as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth and accuracy of the representations and warranties contained in the Loan Documents in all material respects as though made on and as of the Closing Date and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vi) The Guarantee and Collateral Agreement, duly executed by the Borrower and each other Debtor, together with: (A) certificates representing 100% of the issued and outstanding capital stock, limited liability company interests, partnership interests or other ownership or profit interest owned by the Loan Parties, accompanied by undated stock powers executed in blank; provided that, subject to the terms of the Interim Borrowing Order or (when entered) the Final Borrowing Order, no more than 66% of the issued and outstanding stock of any first-tier Foreign Subsidiaries of the Borrower or any other Debtors shall be required to be pledged, it being acknowledged that delivery of the foregoing items to the Administrative Agent in its capacity as Prepetition Administrative Agent pursuant to the Prepetition Credit Agreement satisfies such requirement, (B) copies of proper financing statements thereto, to be duly filed on or before the Closing Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Guarantee and Collateral Agreement, covering the Collateral described therein, and (C) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under any of the Collateral Documents (including, without limitation, any action so deemed necessary or desirable as a result of changes in the names or corporate structure of any of the Borrower’s subsidiaries) has been taken and remains in full force and effect,.