Common use of Authorization and No Contravention Clause in Contracts

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the each Transaction Documents Document to which it is a party and the Underwriting Agreement (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene violate or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents instruments or (iiiC) any indenture material agreement or agreement instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures regulations or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction DocumentsDocuments to which it is a party).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents instruments or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures indenture or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction DocumentsDocuments to which it is a party).

Authorization and No Contravention. The execution, delivery and performance by the Seller Depositor of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller Depositor and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents instruments or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures indenture or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the SellerDepositor’s ability to perform its obligations under, the Transaction DocumentsDocuments to which it is a party).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures indentures, agreements or agreements instruments which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents or (iiiC) any material indenture or material agreement or material instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documentscould reasonably result in a Material Adverse Change).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and and, to its knowledge, do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).. 16 Sale and Servicing Agreement

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable order, law, rule or regulation, (iiB) its organizational documents or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller Depositor of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller Depositor and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Seller Depositor is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the SellerDepositor’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s 's ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the each Seller of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents instruments or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures indenture or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction DocumentsDocuments to which it is a party).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures indentures, agreements or agreements instruments which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).. 20 Sale and Servicing Agreement (20[ ]-[ ])

Authorization and No Contravention. The execution, delivery and performance by the Seller of each Transaction Document and the Transaction Documents Underwriting Agreement to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene violate or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents instruments or (iiiC) any indenture material agreement or agreement instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures regulations or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction DocumentsDocuments to which it is a party).

Authorization and No Contravention. The execution, delivery and performance by the Seller Servicer of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller Servicer and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Seller Servicer is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in if the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s Servicer's ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its 18 Sale and Servicing Agreement (USAA 2017-1) organizational documents or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller Originator of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller Originator and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Seller Originator is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s Originator's ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).the

Authorization and No Contravention. The execution, delivery and performance by the each Seller of the each Transaction Documents Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents instruments or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures indenture or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s 's ability to perform its obligations under, the Transaction DocumentsDocuments to which it is a party).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in if the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s 's ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents or (iiiC) any indenture material agreement, contract, order or agreement other instrument to which the Seller it is a party or by which its properties are bound property is subject (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, 17 Sale & Servicing Agreement (20[ ]-[ ]) validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the The Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (iA) any applicable law, rule or regulation, (iiB) its organizational documents or (iiiC) any material indenture or material agreement or material instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documentscould reasonably result in a Material Adverse Change).

Authorization and No Contravention. The execution, delivery and performance by the Seller Transferor of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller Transferor and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Seller Transferor is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in if the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s Transferor's ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).. Sale and Servicing Agreement (20[ ]-[ ])

Authorization and No Contravention. The execution, delivery and performance by the Seller Trust of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller Trust and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller Trust is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s Trust's ability to perform its obligations under, the Transaction Documents).

Authorization and No Contravention. The execution, delivery and performance by the Seller of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).. (c)

Authorization and No Contravention. The execution, delivery and performance by the Seller Purchaser of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Seller Purchaser and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any indenture or agreement or instrument to which the Seller Purchaser is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s Purchaser's ability to perform its obligations under, the Transaction Documents).