Common use of Material Facts Clause in Contracts

Material Facts. Summit represents and warrants to Roth that at the time the Registration Statement is declared effectivx xxd, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth or to the services to be performed by Roth pursuant to this Agrexxxxt will not contain any untrue or misleaxxxx statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit represents and warrants to Roth that at the time the Registration Statement is declared effectivx xxd, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth or to the services to be performed by Roth pursuant to this Agrexxxxt will not contain any untrue or misleaxxxx statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth Welco that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Welco or to the services to be performed by Roth Welco pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Metropolitan or its subsidiaries is a party or by which any of them is bound are in full force and effect. (b) Metropolitan and it subsidiaries have good and marketable title, except as otherwise indicated in the Registration Statement and Prospectus, to all of their assets and properties described therein as being owned by them, free and clear of all liens, encumbrances and defects except such encumbrances and defects which do not, in the aggregate, materially affect or interfere with the use made and proposed to be made of such properties as described in the Registration Statement and Prospectus; and the Company and its subsidiaries have no material leased properties except as disclosed in the Prospectus. (c) Metropolitan is duly organized under the laws of the State of Washington and, as of the effective date of the Registration Statement and at Closing Metropolitan will be validly existing and in good standing under the laws of the State of Washington with full corporate power and authority to own its properties and conduct its business to the extent described in the Registration Statement and Prospectus; Metropolitan and its subsidiaries are duly qualified to do business as foreign corporations and in good standing in all jurisdictions in which the nature of the business transacted by them or their ownership of properties or assets makes their qualification necessary; the authorized and outstanding capitalization of Metropolitan is as set forth in the Prospectus and the description in the Prospectus of the capital stock of Metropolitan conforms with and accurately describes the rights set forth in the instruments defining the same; (d) Metropolitan and its subsidiaries are not in violation of their respective certificates of incorporation or Bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any bond, debenture, note, or other evidence of indebtedness, contract or lease or in any indenture or loan agreement to which any of them is a party or by which any of them is bound. (e) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Metropolitan and MIS and performance of the foregoing agreement and the consummation of the transactions contemplated thereby, will not conflict with or result in a breach of any of the terms or constitute a violation of the respective certificates of incorporation or Bylaws of Metropolitan or MIS, or any deed of trust, lease, sublease, indenture, mortgage, or other agreement or instrument to which Metropolitan or MIS is a party or by which any of them or their property is bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Metropolitan or MIS or their properties or obligations; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein and in the other agreements previously referred to in this paragraph except as may be required under the Act or under any state securities or Blue Sky Laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Welco pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Welco, to have the same force and effect as stated herein, as to the matters covered thereby. (g) If any event relating to or affecting Metropolitan or any of its subsidiaries shall occur as a result of which it is necessary, in Welco's opinion, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Metropolitan undertakes to inform Welco of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Welco, without expense to them, a reasonable number of copies of an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Welco) which will amend or supplement the Prospectus so that as amended or supplemented it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. (h) Metropolitan hereby warrants and represents that it will offer the preferred stock in accordance with the pricing formula set forth in Schedule "A" which is incorporated by reference herein. (i) All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of Metropolitan submitted pursuant hereto, shall remain operative and in full force and effect, surviving the date of this Agreement. 6.

Material Facts. Summit represents and warrants to Roth Welco that at the time the Registration Statement is declared effectivx xxdor any amendment thereto becomes effective, the Registration Statement and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Welco or to the services to be performed by Roth Welco pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Summit is a party or by which it is bound are in full force and effect. (b) Summit has good and marketable title, except as otherwise indicated in the Registration Statement and Prospectus, to all of its assets and properties described therein as being owned by it, free and clear of all liens, encumbrances and defects except such encumbrances and defects which do not, in the aggregate, materially affect or interfere with the use made and proposed to be made of such properties as described in the Registration Statement and Prospectus; and that Summit has no material leased properties except as disclosed in the Prospectus. (c) Summit is duly organized under the laws of the State of Idaho and, as of the effective date of the Registration Statement, Summit will be validly existing and in good standing under the laws of the State of Idaho with full corporate power and authority to own its properties and conduct its business to the extent described in the Registration Statement and Prospectus; Summit is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the nature of the business transacted by it or its ownership of properties or assets makes qualification necessary; the authorized and outstanding capitalization of Summit is as set forth in the Prospectus and the description in the Prospectus of the capital stock of Summit conforms with and accurately describes the rights set forth in the instruments defining the same; (d) Summit is not in violation of its certificate of incorporation or Bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any bond, debenture, note, or other evidence of indebtedness, contract or lease or in any indenture or loan agreement to which it is a party or by which it is bound. (e) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Summit and MIS and performance of the foregoing agreement and the consummation of the transactions contemplated thereby, will not conflict with or result in a breach of any of the terms or constitute a violation of the respective certificates of incorporation or Bylaws of Summit or MIS, or any deed of trust, lease, sublease, indenture, mortgage, or other agreement or instrument to which Summit or MIS is a party or by which either of them or their property is bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Summit or MIS or their properties or obligations; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein and in the other agreements previously referred to in this paragraph except as may be required under the Act or under any state securities or Blue Sky Laws. (f) Any certificate signed by an officer of Summit and delivered to Welco pursuant to this Agreement shall be deemed a representation and warranty by Summit to Welco, to have the same force and effect as stated herein, as to the matters covered thereby. (g) If any event relating to or affecting Summit shall occur as a result of which it is necessary, in Welco's opinion, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Summit undertakes to inform MIS of such events within a reasonable time thereafter, and will forthwith prepare and furnish to MIS, without expense to them, a reasonable number of copies of an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Welco) which will amend or supplement the Prospectus so that as amended or supplemented it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. (h) Summit hereby warrants and represents that it will offer the Certificates described herein in accordance with the pricing formula set forth in Exhibits "A" and "B" hereto. (i) All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of Summit submitted pursuant hereto, shall remain operative and in full force and effect, surviving the date of this Agreement. 6.

Material Facts. Summit Western United represents and warrants to Roth that at the time the Registration Statement is declared effectivx xxdeffective xxx, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Western United (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Western United further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth or to the services to be performed by Roth pursuant to this Agrexxxxt Agreexxxx will not contain any untrue or misleaxxxx misleadxxx statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Western United further warrants and represents that:

Material Facts. Summit represents and warrants to Roth Welco that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Welco or to the services to be performed by Roth Welco pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Summit or its subsidiaries is a party or by which it is bound are in full force and effect. (b) Summit has good and marketable title, except as otherwise indicated in the Registration Statement and Prospectus, to all of their assets and properties described therein as being owned by them, free and clear of all liens, encumbrances and defects except such encumbrances and defects which do not, in the aggregate, materially affect or interfere with the use made and proposed to be made of such properties as described in the Registration Statement and Prospectus; and Summit has no material leased properties except as disclosed in the Prospectus. (c) Summit is duly organized under the laws of the State of Idaho and, as of the effective date of the Registration Statement and at Closing Summit will be validly existing and in good standing under the laws of the State of Idaho with full corporate power and authority to own its properties and conduct its business to the extent described in the Registration Statement and Prospectus; Summit is duly qualified to do business as foreign corporations and in good standing in all jurisdictions in which the nature of the business transacted by them or their ownership of properties or assets makes their qualification necessary; the authorized and outstanding capitalization of Summit is as set forth in the Prospectus and the description in the Prospectus of the capital stock of Summit conforms with and accurately describes the rights set forth in the instruments defining the same; (d) Summit is not in violation of their respective certificates of incorporation or Bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any bond, debenture, note, or other evidence of indebtedness, contract or lease or in any indenture or loan agreement to which any of them is a party or by which any of them is bound. (e) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Summit and MIS and performance of the foregoing agreement and the consummation of the transactions contemplated thereby, will not conflict with or result in a breach of any of the terms or constitute a violation of the respective certificates of incorporation or Bylaws of Summit or MIS, or any deed of trust, lease, sublease, indenture, mortgage, or other agreement or instrument to which Summit or MIS is a party or by which any of them or their property is bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Summit or MIS or their properties or obligations; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein and in the other agreements previously referred to in this paragraph except as may be required under the Act or under any state securities or Blue Sky Laws. (f) Any certificate signed by an officer of Summit and delivered to Welco pursuant to this Agreement shall be deemed a representation and warranty by Summit to Welco, to have the same force and effect as stated herein, as to the matters covered thereby. (g) If any event relating to or affecting Summit or any of its subsidiaries shall occur as a result of which it is necessary, in Welco's opinion, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Summit undertakes to inform Welco of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Welco, without expense to them, a reasonable number of copies of an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Welco) which will amend or supplement the Prospectus so that as amended or supplemented it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. (h) Summit hereby warrants and represents that it will offer the preferred stock in accordance with the pricing formula set forth in Schedule "A" which is incorporated by reference herein. (i) All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of Summit submitted pursuant hereto, shall remain operative and in full force and effect, surviving the date of this Agreement. 6.

Material Facts. Summit Metropolitan represents and warrants to Roth Welco that at the time the Registration Statement is declared effectivx xxdor any amendment thereto becomes effective, the Registration Statement and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Welco or to the services to be performed by Roth Welco pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Metropolitan or its subsidiaries is a party or by which any of them is bound are in full force and effect. (b) Metropolitan and it subsidiaries have good and marketable title, except as otherwise indicated in the Registration Statement and Prospectus, to all of their assets and properties described therein as being owned by them, free and clear of all liens, encumbrances and defects except such encumbrances and defects which do not, in the aggregate, materially affect or interfere with the use made and proposed to be made of such properties as described in the Registration Statement and Prospectus; and the Company and its subsidiaries have no material leased properties except as disclosed in the Prospectus. (c) Metropolitan is duly organized under the laws of the State of Washington and, as of the effective date of the Registration Statement and at Closing Metropolitan will be validly existing and in good standing under the laws of the State of Washington with full corporate power and authority to own its properties and conduct its business to the extent described in the Registration Statement and Prospectus; Metropolitan and its subsidiaries are duly qualified to do business as foreign corporations and in good standing in all jurisdictions in which the nature of the business transacted by them or their ownership of properties or assets makes their qualification necessary; the authorized and outstanding capitalization of Metropolitan is as set forth in the Prospectus and the description in the Prospectus of the capital stock of Metropolitan conforms with and accurately describes the rights set forth in the instruments defining the same; (d) Metropolitan and its subsidiaries are not in violation of their respective certificates of incorporation or Bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any bond, debenture, note, or other evidence of indebtedness, contract or lease or in any indenture or loan agreement to which any of them is a party or by which any of them is bound. (e) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Metropolitan and MIS and performance of the foregoing agreement and the consummation of the transactions contemplated thereby, will not conflict with or result in a breach of any of the terms or constitute a violation of the respective certificates of incorporation or Bylaws of Metropolitan or MIS, or any deed of trust, lease, sublease, indenture, mortgage, or other agreement or instrument to which Metropolitan or MIS is a party or by which any of them or their property is bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Metropolitan or MIS or their properties or obligations; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein and in the other agreements previously referred to in this paragraph except as may be required under the Act or under any state securities or Blue Sky Laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Welco pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Welco, to have the same force and effect as stated herein, as to the matters covered thereby. (g) If any event relating to or affecting Metropolitan or any of its subsidiaries shall occur as a result of which it is necessary, in Welco's opinion, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Metropolitan undertakes to inform Welco of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Welco, without expense to them, a reasonable number of copies of an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Welco) which will amend or supplement the Prospectus so that as amended or supplemented it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. (h) Metropolitan hereby warrants and represents that it will offer the debt securities described herein in accordance with the pricing formula set forth in Schedules "A" and "B" which are incorporated by reference herein. (i) All representations, warrantees and agreements contained in this Agreement, or contained in certificates of officers of Metropolitan submitted pursuant hereto, shall remain operative and in full force and effect, surviving the date of this Agreement. 6.

Material Facts. Summit Metropolitan represents and warrants to Roth Xxxx that at the time the Registration Statement is declared effectivx xxdeffective and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Xxxx or to the services to be performed by Roth Xxxx pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth CRUTTENDEN's that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth CRUTTENDEN or to the services to be performed by Roth CRUTTENDEN pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth Rxxx that at the time the Registration Statement is declared effectivx xxdeffective and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "“Closing Date"”), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Rxxx or to the services to be performed by Roth Rxxx pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit represents and warrants to Roth Cruttenden that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Cruttenden or to the services to be performed by Roth Cruttenden pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth WELCO that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), 49 the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth WELCO or to the services to be performed by Roth WELCO pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit represents and warrants to Roth Xxxx that at the time the Registration Statement is declared effectivx xxdeffective and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Xxxx or to the services to be performed by Roth Xxxx pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth CRUTTENDEN that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Notes to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Registration Statement and the Prospectus (as the same may be amended or supplemented if it such documents, including documents incorporated therein by reference, shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, include date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required to be filed as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth CRUTTENDEN or to the services to be performed by Roth CRUTTENDEN pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state 2 a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth Cruttenden that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Cruttenden or to the services to be performed by Roth Cruttenden pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth Xxxx that at the time the Registration Statement is declared effectivx xxdeffective and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Xxxx or to the services to be performed by Roth Xxxx pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit represents and warrants to Roth WELCO that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as 47 amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth WELCO or to the services to be performed by Roth WELCO pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Summit or its subsidiaries is a party or by which it is bound are in full force and effect.

Material Facts. Summit represents and warrants to Roth South Coast that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact 47 required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth South Coast or to the services to be performed by Roth South Coast pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Summit or its subsidiaries is a party or by which it is bound are in full force and effect.

Material Facts. Summit represents and warrants to Roth Welco that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Welco or to the services to be performed by Roth Welco pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Summit or its subsidiaries is a party or by which it is bound are in full force and effect. (b) Summit has good and marketable title, except as otherwise indicated in the Registration Statement and Prospectus, to all of their assets and properties described therein as being owned by them, free and clear of all liens, encumbrances and defects except such encumbrances and defects which do not, in the aggregate, materially affect or interfere with the use made and proposed to be made of such properties as described in the Registration Statement and Prospectus; and Summit has no material leased properties except as disclosed in the Prospectus. (c) Summit is duly organized under the laws of the State of Idaho and, as of the effective date of the Registration Statement and at Closing Summit will be validly existing and in good standing under the laws of the State of Idaho with full corporate power and authority to own its properties and conduct its business to the extent described in the Registration Statement and Prospectus; Summit is duly qualified to do business as foreign corporations and in good standing in all jurisdictions in which the nature of the business transacted by them or their ownership of properties or assets makes their qualification necessary; the authorized and outstanding capitalization of Summit is as set forth in the Prospectus and the description in the Prospectus of the capital stock of Summit conforms with and accurately describes the rights set forth in the instruments defining the same;

Material Facts. Summit represents and warrants to Roth CRUTTENDEN that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth CRUTTENDEN or to the services to be performed by Roth CRUTTENDEN pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth WELCO that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, 51 participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth WELCO or to the services to be performed by Roth WELCO pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit represents and warrants to Roth Xxxx that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Notes to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Registration Statement and the Prospectus (as the same may be amended or supplemented if it such documents, including documents incorporated therein by reference, shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, include date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required to be filed as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Xxxx or to the services to be performed by Roth Xxxx pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth that at the time the Registration Statement is declared effectivx xxdeffective xxx, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth or to the services to be performed by Roth pursuant to this Agrexxxxt Agreexxxx will not contain any untrue or misleaxxxx misleadxxx statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth CRUTTENDEN that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth CRUTTENDEN or to the services to be performed by Roth CRUTTENDEN pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth South Coast that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance 51 with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth South Coast or to the services to be performed by Roth South Coast pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth that at the time the Registration Statement is declared effectivx xxdeffective xxx, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth or to the services to be performed by Roth pursuant to this Agrexxxxt Agreexxxx will not contain any untrue or misleaxxxx misleadxxx statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth Cruttenden that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Cruttenden or to the services to be performed by Roth Cruttenden pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:

Material Facts. Summit represents and warrants to Roth Xxxx that at the time the Registration Statement is declared effectivx xxdeffective and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Xxxx or to the services to be performed by Roth Xxxx pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth Welco that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Welco or to the services to be performed by Roth Welco pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that:: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Metropolitan or its subsidiaries is a party or by which any of them is bound are in full force and effect. (b) Metropolitan and it subsidiaries have good and marketable title, except as otherwise indicated in the Registration Statement and Prospectus, to all of their assets and properties described therein as being owned by them, free and clear of all liens, encumbrances and defects except such encumbrances and defects which do not, in the aggregate, materially affect or interfere with the use made and Page 168

Material Facts. Summit represents and warrants to Roth Cruttenden that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth Cruttenden or to the services to be performed by Roth Cruttenden pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit represents and warrants to Roth WELCO that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material 46 statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth WELCO or to the services to be performed by Roth WELCO pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit represents and warrants to Roth CRUTTENDEN that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth CRUTTENDEN or to the services to be performed by Roth CRUTTENDEN pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit represents and warrants to Roth South Coast that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 46 statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth South Coast or to the services to be performed by Roth South Coast pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:

Material Facts. Summit Metropolitan represents and warrants to Roth South Coast that at the time the Registration Statement is declared effectivx xxdand, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Investment Certificates Debentures to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, date include any untrue statement 49 of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement said registration statement have been filed. Summit Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth South Coast or to the services to be performed by Roth South Coast pursuant to this Agrexxxxt Agreement will not contain any untrue or misleaxxxx misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit Metropolitan further warrants and represents that: