Common use of Limitations on Purposes Clause in Contracts

Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, receivables arising out of or relating to the financing or sale of new or used motor vehicles, including automobiles, motorcycles, light duty trucks and recreational vehicles, monies due thereunder, security interests in the motor vehicles financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, the “Receivables”) and transfer to, and/or act as depositor with respect to, one or more trusts (collectively, the “Trusts”); (ii) to acquire, dispose of, authorize, issue, sell and deliver one or more series of obligations, consisting of one or more classes of certificates (“Certificates”) or notes (“Notes”) or other evidences of indebtedness (collectively, together with the Certificates and the Notes, the “Securities”) that are collateralized by or evidence an interest in the Receivables; and (iii) to negotiate, authorize, execute, deliver and assume the obligations of any agreement relating to the activities set forth in clauses (i) and (ii) above, including but not limited to any Basic Document and any assignment and assumption agreement deemed desirable to facilitate the Permitted Merger, and to engage in any lawful activity which is incidental to the activities contemplated by any such agreement. (b) The Company is hereby authorized, by or through any Manager or any Officer on behalf of the Company, to execute, deliver and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of any Manager or any Officer to enter into other agreements on behalf of the Company in accordance with this Agreement. Further, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to accomplish or for the furtherance of the purposes set forth in this Section (such business activities and transactions specified in this Section 3.02 collectively referred to hereinafter as “Permitted Transactions”). (c) Notwithstanding any other provision of this Agreement (including Section 4.01) and without the need for any further act, vote or approval of any Person, (a) the Company is hereby authorized to merge with AHRC, with the Company as the surviving entity in such merger; and (b) the Company is hereby authorized to execute, deliver and perform, and any Manager or any Officer, acting individually, on behalf of the Company, is hereby authorized to execute, deliver and file (if necessary or desirable), all documents, agreements and certificates that such Manager or Officer determines are necessary, appropriate, proper, advisable, incidental or convenient to consummate the Permitted Merger (including, without limitation, any merger agreement and any certificate of merger (as an authorized person of the Company within the meaning of the Act)), and any other documents, agreements or certificates contemplated thereby or related thereto with respect to the Permitted Merger (all with such terms and conditions as such Manager or Officer shall approve; its approval to be conclusively, but not exclusively, evidenced by its execution of any such documents, agreements or certificates). The foregoing authorization shall not be deemed a restriction on the powers of any Manager or Officer to enter into other agreements on behalf of the Company in accordance with this Agreement.