Representations and Warranties of First Niagara. First Niagara represents and warrants to Homestead that (a) First Niagara is and will remain duly organized, validly existing and in good standing under the federal law of the United States, (b) the execution, delivery and performance by First Niagara of this Agreement and the conduct by First Niagara of the Program and other business of First Niagara relating to Residential Mortgage Credit (i) are within the power and authority of First Niagara, (ii) do not and will not violate the federal stock charter or the by-laws of First Niagara, applicable law, any judgment or order of any court, agency or other governmental body or any agreement or instrument to which First Niagara is a party or by which First Niagara is bound and (iii) have been duly authorized by all necessary corporate action of First Niagara and (c) except for any approval by the Office of Thrift Supervision contemplated by clause (c) of Section 19 of this Agreement, each authorization, approval, permit, consent, franchise and license from, registration and filing with, declaration, report and notice to and other act by or relating to any court, agency or other governmental body necessary for the execution, delivery and performance by First Niagara of this Agreement or the conduct by First Niagara of the Program or other business of First Niagara relating to Residential Mortgage Credit has been duly obtained, made, given or done and is in full force and effect.
