Common use of REPRESENTATIONS AND WARRANTIES 1 Clause in Contracts

REPRESENTATIONS AND WARRANTIES 1. .01. Each Lender represents and warrants to each other Lender requesting this Agreement, as to itself, that as of the date hereof: (a) It is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and has the power and authority to originate and/or hold XXXX Loans, to consummate the transaction contemplated by the Purchase Agreement to which it is a party, and to execute and deliver and perform its obligations under this Agreement; (b) This Agreement has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforceability may be limited by (a) the receivership, conservatorship and similar supervisory powers of bank regulatory agencies generally, as well as bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors; (b) general principles of equity (including availability of equitable remedies), whether enforcement is sought in a proceeding in equity or at law; and (c) applicable securities laws and public policy considerations underlying the securities laws to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification with respect to securities law liabilities; (c) Each XXXX Loan included in the Subject Securitization Transaction originated by it is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against the borrower and cosigner thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles; (d) At the time of origination, each XXXX Loan included in the Subject Securitization Transaction originated by it and any accompanying notices and disclosures conforms in all material respects to all applicable state and federal laws, rules and regulations and the origination thereof was conducted in material compliance with all applicable state and federal laws concerning the actions of the Lender, including, without limitation, the Equal Credit Opportunity Act; (e) At the time of origination, each XXXX Loan included in the Subject Securitization Transaction originated by it is in compliance in all material respects with any applicable usury laws at the time made and as of the time of sale to the Purchaser Trust pursuant to the Purchase Agreement to which Lender is a party; and (f) The respective Lender has no actual knowledge of any defense to payment with respect to any XXXX Loan included in the Subject Securitization Transaction originated by it nor is there any action before any state or federal court, administrative or regulatory body, pending against the Lender with regard to its XXXX Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of its XXXX Loans. ARTICLE 2 INDEMNIFICATION 2.01.

REPRESENTATIONS AND WARRANTIES 1. .01. Each Lender LINCOLN represents and warrants to DELAWARE, on the effective date of each other Lender requesting Registration Statement for the Contracts (or class of Contracts) and at each time that a Contract is sold and on the date of this Agreement, as to itself, that as of the date hereoffollows: (a1) It is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and The Registration Statement has the power and authority to originate and/or hold XXXX Loans, to consummate the transaction contemplated been declared effective by the Purchase Agreement to which it is a party, and to execute and deliver and perform its obligations under this Agreement; (b) This Agreement SEC or has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it become effective in accordance with its terms except as enforceability may be limited by the Regulations. (a2) the receivership, conservatorship and similar supervisory powers of bank regulatory agencies generally, as well as bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors; (b) general principles of equity (including availability of equitable remedies), whether enforcement is sought in a proceeding in equity or at law; and (c) applicable securities laws and public policy considerations underlying the securities laws to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification with respect to securities law liabilities; (c) Each XXXX Loan included in the Subject Securitization Transaction originated by it is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against the borrower and cosigner thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles; (d) At the time of origination, each XXXX Loan included in the Subject Securitization Transaction originated by it and any accompanying notices and disclosures conforms in all material respects to all applicable state and federal laws, rules and regulations The Registration Statement and the origination thereof was conducted in material compliance with all applicable state and federal laws concerning the actions of the Lender, including, without limitation, the Equal Credit Opportunity Act; (e) At the time of origination, Prospectus each XXXX Loan included in the Subject Securitization Transaction originated by it is in compliance comply in all material respects with any applicable usury laws at the time provisions of the 1933 Act and the 1940 Act and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 5.a(2) shall apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to LINCOLN in writing by DELAWARE expressly for use in the Registration Statement. (3) LINCOLN has not received notice from the SEC with respect to the Registration Statement or the Account supporting the Contracts described in the Registration Statement pursuant to Section 8(e) of the 1940 Act and no stop order under the 1933 Act has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) The accountants who certified the financial statements included in the Registration Statement and Prospectus are independent public accountants as required by the 1933 Act, the 1940 Act and the Regulations. (5) The financial statements included in the Registration Statement for the Account and for LINCOLN present fairly the respective financial positions of LINCOLN and the Account supporting the Contracts described in the Registration Statement as of the time of sale dates indicated; and , for the Account, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, and for LINCOLN, such financial statements have been prepared in conformity with statutory accounting principles in the United States applied on a consistent basis. (6) Subsequent to the Purchaser Trust pursuant to the Purchase Agreement to respective dates as of which Lender information is a party; and (f) The respective Lender has no actual knowledge of any defense to payment with respect to any XXXX Loan included given in the Subject Securitization Transaction originated by it nor is Registration Statement or the Prospectus, there has not been any action before any state or federal court, administrative or regulatory body, pending against the Lender with regard to its XXXX Loans in which an adverse result would have a material adverse effect upon change in the validity condition, financial or enforceability otherwise, of its XXXX Loans. ARTICLE 2 INDEMNIFICATION 2.01LINCOLN or the Account supporting the Contracts described in the Registration Statement that would cause such information to be materially misleading.

REPRESENTATIONS AND WARRANTIES 1. .01. 01 Each Program Lender represents and warrants to each other Lender requesting this AgreementProgram Lender, as to itself, that as of the date hereof: (a) It is and shall continue to be a national banking association, duly organized, validly existing and in good standing under the laws of the United States and has the power and authority to originate and/or hold XXXX Loans, to consummate the transaction contemplated by the Purchase Agreement to which it is a party, and to execute and deliver and perform its obligations under this Agreement; (b) This Agreement has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforceability may be limited by (a) the receivership, conservatorship and similar supervisory powers of bank regulatory agencies generally, as well as bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors; (b) general principles of equity (including availability of equitable remedies), whether enforcement is sought in a proceeding in equity or at law; and (c) applicable securities laws and public policy considerations underlying the securities laws to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification with respect to securities law liabilities; (c) Each XXXX Loan included in the Subject Securitization Transaction originated by it is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against the borrower and cosigner thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles; (d) At the time of origination, each XXXX Each Loan included in the Subject Securitization Transaction originated by it and any accompanying notices and disclosures conforms in all material respects to all applicable state and federal laws, rules and regulations and the origination thereof was conducted in material compliance accordance with all applicable state and federal laws concerning the actions of the Participating Institution and the Program Lender, including, without limitation, the Equal Credit Opportunity Act; (e) At the time of origination, each XXXX Each Loan included in the Subject Securitization Transaction originated by it is in compliance in all material respects with any applicable usury laws at the time made and as of the time of sale to the Purchaser Trust pursuant to the Purchase Agreement to which the Program Lender is a party; and (f) The respective Program Lender has no actual knowledge of any defense to payment with respect to any XXXX Loan included in the Subject Securitization Transaction originated by it nor is there any action before any state or federal court, administrative or regulatory body, pending or threatened against the Program Lender with regard to its XXXX Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of its XXXX Loansany such Loan. ARTICLE 2 INDEMNIFICATION 2.01.

REPRESENTATIONS AND WARRANTIES 1. .0101. Each Lender represents and warrants to each other Lender requesting this Agreement, as to itself, that as of the date hereof: (a) It is a national banking association, [ ] duly organized, validly existing and in good standing under the laws of the United States and has the power and authority to originate and/or hold XXXX Loans, to consummate the transaction contemplated by the Purchase Agreement to which it is a party, and to execute and deliver and perform its obligations under this Agreement; (b) This Agreement has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforceability may be limited by (a) the receivership, conservatorship and similar supervisory powers of bank regulatory agencies generally, as well as bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors; (b) general principles of equity (including availability of equitable remedies), whether enforcement is sought in a proceeding in equity or at law; and (c) applicable securities laws and public policy considerations underlying the securities laws to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification with respect to securities law liabilities; (c) Each XXXX Loan included in the Subject Securitization Transaction originated by it is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against the borrower and cosigner thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles; (d) At the time of origination, each XXXX Loan included in the Subject Securitization Transaction originated by it and any accompanying notices and disclosures conforms in all material respects to all applicable state and federal laws, rules and regulations and the origination thereof was conducted in material compliance with all applicable state and federal laws concerning the actions of the Lender, including, without limitation, the Equal Credit Opportunity Act; (e) At the time of origination, each XXXX Loan included in the Subject Securitization Transaction originated by it is in compliance in all material respects with any applicable usury laws at the time made and as of the time of sale to the Purchaser Trust pursuant to the Purchase Agreement to which Lender is a party; and (f) The respective Lender has no actual knowledge of any defense to payment with respect to any XXXX Loan included in the Subject Securitization Transaction originated by it nor is there any action before any state or federal court, administrative or regulatory body, pending against the Lender with regard to its XXXX Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of its XXXX Loans. ARTICLE 2 INDEMNIFICATION 2.01.