Common use of Material Facts Clause in Contracts

Material Facts. Metropolitan represents and warrants to Welco that at the time 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 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 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 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 said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco or to the services to be performed by Welco pursuant to this Agreement will not contain any untrue or 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. 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.

Material Facts. Metropolitan Summit represents and warrants to Welco that at the time 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 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 Metropolitan 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 said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco or to the services to be performed by Welco pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect.

Material Facts. Metropolitan Summit represents and warrants to Welco Roth that at the time the Registration Statement andis 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 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agrexxxxt will not contain any untrue or misleading 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Roth pursuant to this Agreement shall be deemed a representaxxxx and warranty by Summit to Roth, to have the same force and effect as stated herein, as xx the matters covered thereby. (g) If any event relating to or affecting Summit shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in ordxx xx 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 Roth of such events within a reasonable time thereafter, and xxxl forthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies xx an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) which will amend or supplement the Prospectus so that xx xmended 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco that at the time the Registration Statement or 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 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 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 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 said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco or to the services to be performed by Welco pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan or its subsidiaries Summit is a party or by which any of them it is bound are in full force and effect.

Material Facts. Metropolitan Western United represents and warrants to Welco Roth that at the time the Registration Statement andis declared effective 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 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 Metropolitan 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 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 said registration statement the Registration Statement have been filed. Metropolitan Western United further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agreexxxx will not contain any untrue or misleading 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. Metropolitan Western United 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 Western United or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Western United 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 Western United has no material leased properties except as disclosed in the Prospectus. (c) Western United is duly organized under the laws of the State of Washington and, as of the effective date of the Registration Statement and at the Closing Date Western United 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; Western United 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 Western United is as set forth in the Prospectus and the description in the Prospectus of the capital stock of Western United conforms with and accurately describes the rights set forth in the instruments defining the same. (d) Western United 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 Western United 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 Western United or MIS, or any deed of trust, lease, sublease, indenture, mortgage, or other agreement or instrument to which Western United 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 Western United 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 laws. (f) Any certificate signed by an officer of Western United and delivered to Roth pursuant to this Agreement shall be deemed a representatxxx and warranty by Western United to Roth, to have the same force and effect as stated herein, as xx xhe matters covered thereby. (g) If any event relating to or affecting Western United shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in ordex xx xake the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Western United undertakes to inform Roth of such events within a reasonable time thereafter, and xxxx forthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies xx xn amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) 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) Western United hereby warrants and represents that it will offer the Preferred Stock in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are incorporated by reference herein. (i) All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of Western United submitted pursuant hereto, shall remain operative and in full force and effect, surviving the date of this Agreement.

Material Facts. Metropolitan represents and warrants to Welco Xxxx that at the time the Registration Statement is declared effective 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 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Xxxx or to the services to be performed by Welco Xxxx pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Xxxx pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Xxxx, 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 shall occur as a result of which it is necessary, in Xxxx'x 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 Xxxx of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Xxxx, 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 Xxxx) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Roth that at the time the Registration Statement andis 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 Preferred Stock 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agrexxxxt will not contain any untrue or misleading 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Roth pursuant to this Agreement shall be deemed a representaxxxx and warranty by Summit to Roth, to have the same force and effect as stated herein, as xx the matters covered thereby. (g) If any event relating to or affecting Summit shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in ordxx xx 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 Roth of such events within a reasonable time thereafter, and xxxl forthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies xx an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) which will amend or supplement the Prospectus so that xx xmended 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 Investment Certificates in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco that at the time the Registration Statement or 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 Preferred Stock 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 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 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 said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco or to the services to be performed by Welco pursuant to this Agreement will not contain any untrue or 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. 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.

Material Facts. Metropolitan Summit represents and warrants to Welco CRUTTENDEN that at the time 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 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 Metropolitan 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 said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco CRUTTENDEN or to the services to be performed by Welco CRUTTENDEN pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them 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 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 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 laws. (f) Any certificate signed by an officer of Summit and delivered to CRUTTENDEN pursuant to this Agreement shall be deemed a representation and warranty by Summit to CRUTTENDEN, 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 CRUTTENDEN'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 CRUTTENDEN of such events within a reasonable time thereafter, and will forthwith prepare and furnish to CRUTTENDEN, without expense to it, a reasonable number of copies of any amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to CRUTTENDEN) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Xxxx that at the time the Registration Statement is declared effective 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 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Xxxx or to the services to be performed by Welco Xxxx pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Xxxx pursuant to this Agreement shall be deemed a representation and warranty by Summit to Xxxx, 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 Xxxx'x 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 Xxxx of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Xxxx, 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 Xxxx) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco CRUTTENDEN's that at the time 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 Preferred Stock 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco CRUTTENDEN or to the services to be performed by Welco CRUTTENDEN pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to CRUTTENDEN pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to CRUTTENDEN, 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 shall occur as a result of which it is necessary, in CRUTTENDEN'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 CRUTTENDEN of such events within a reasonable time thereafter, and will forthwith prepare and furnish to CRUTTENDEN, 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 CRUTTENDEN) 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 Debentures in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco CRUTTENDEN that at the time 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 Preferred Stock 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco CRUTTENDEN or to the services to be performed by Welco CRUTTENDEN pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to CRUTTENDEN pursuant to this Agreement shall be deemed a representation and warranty by Summit to CRUTTENDEN, 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 CRUTTENDEN'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 CRUTTENDEN of such events within a reasonable time thereafter, and will forthwith prepare and furnish to CRUTTENDEN, without expense to it, a reasonable number of copies of any amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to CRUTTENDEN) 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 in accordance with the pricing formula that is set forth in Schedules "A" and B which are 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.

Material Facts. Metropolitan represents and warrants to Welco CRUTTENDEN that at the time 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 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco CRUTTENDEN or to the services to be performed by Welco CRUTTENDEN pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to CRUTTENDEN pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to CRUTTENDEN, 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 shall occur as a result of which it is necessary, in CRUTTENDEN'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 CRUTTENDEN of such events within a reasonable time thereafter, and will forthwith prepare and furnish to CRUTTENDEN, without expense to it, a reasonable number of copies of any amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to CRUTTENDEN) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco CRUTTENDEN that at the time 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 Preferred Stock 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco CRUTTENDEN or to the services to be performed by Welco CRUTTENDEN pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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, note, 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to CRUTTENDEN pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to CRUTTENDEN, 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 shall occur as a result of which it is necessary, in CRUTTENDEN'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 CRUTTENDEN of such events within a reasonable time thereafter, and will forthwith prepare and furnish to CRUTTENDEN, 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 CRUTTENDEN) 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 the Notes were priced at an annual yield of 9% simple interest computed on a 360 day year. (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.

Material Facts. Metropolitan Summit represents and warrants to Welco South Coast that at the time 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 Preferred Stock 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 Metropolitan 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 46 statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco South Coast or to the services to be performed by Welco South Coast pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them 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 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 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 47 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 laws. (f) Any certificate signed by an officer of Summit and delivered to South Coast pursuant to this Agreement shall be deemed a representation and warranty by Summit to South Coast, 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 South Coast'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 South Coast 48 of such events within a reasonable time thereafter, and will forthwith prepare and furnish to South Coast, 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 South Coast) 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 in accordance with the pricing formula that is set forth in Schedules "A" and B which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco WELCO that at the time 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 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 Metropolitan 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 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 said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco WELCO or to the services to be performed by Welco WELCO pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect.

Material Facts. Metropolitan represents and warrants to Welco Roth that at the time the Registration Statement andis declared effective 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 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agreexxxx will not contain any untrue or misleading 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Roth pursuant to this Agreement shall be deemed a representatxxx and warranty by Metropolitan to Roth, to have the same force and effect as stated herein, as xx xhe matters covered thereby. (g) If any event relating to or affecting Metropolitan shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in ordex xx xake the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Metropolitan undertakes to inform Roth of such events within a reasonable time thereafter, and xxxx forthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies xx xn amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Roth that at the time the Registration Statement andis 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 Preferred Stock 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agrexxxxt will not contain any untrue or misleading 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Roth pursuant to this Agreement shall be deemed a representation and warranty by Summit to Roth, to have the same force and effect as stated herein, as xx the matters covered thereby. (g) If any event relating to or affecting Summit shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in ordxx xx 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 Roth of such events within a reasonable time thereafter, and xxxl forthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies xx an amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) which will amend or supplement the Prospectus so that xx xmended 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 Investment Certificates in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco Cruttenden that at the time 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 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Cruttenden or to the services to be performed by Welco Cruttenden pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Cruttenden pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Cruttenden, 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 shall occur as a result of which it is necessary, in Cruttenden'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 Cruttenden of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Cruttenden, 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 Cruttenden) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco South Coast that at the time 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 Preferred Stock 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 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 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 said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco South Coast or to the services to be performed by Welco South Coast pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect. (b) Metropolitan 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 Metropolitan has 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 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 Metropolitan is as set forth in the Prospectus and the description in the 50 Prospectus of the capital stock of Metropolitan conforms with and accurately describes the rights set forth in the instruments defining the same; (d) Metropolitan 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to South Coast pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to South Coast, 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 shall occur as a result of which it is necessary, in South Coast'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 51 purchaser, Metropolitan undertakes to inform South Coast of such events within a reasonable time thereafter, and will forthwith prepare and furnish to South Coast, 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 South Coast) 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 Debentures in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Xxxx that at the time the Registration Statement is declared effective 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 Preferred Stock 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Xxxx or to the services to be performed by Welco Xxxx pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Xxxx pursuant to this Agreement shall be deemed a representation and warranty by Summit to Xxxx, 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 Xxxx'x 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 Xxxx of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Xxxx, 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 Xxxx) 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 in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco Roth that at the time the Registration Statement andis declared effective 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 Preferred Stock 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agreexxxx will not contain any untrue or misleading 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Roth pursuant to this Agreement shall be deemed a representatxxx and warranty by Metropolitan to Roth, to have the same force and effect as stated herein, as xx xhe matters covered thereby. (g) If any event relating to or affecting Metropolitan shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in ordex xx xake the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Metropolitan undertakes to inform Roth of such events within a reasonable time thereafter, and xxxx forthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies xx xn amendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) 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 Debentures in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Cruttenden that at the time 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 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Cruttenden or to the services to be performed by Welco Cruttenden pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Cruttenden pursuant to this Agreement shall be deemed a representation and warranty by Summit to Cruttenden, 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 Cruttenden'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 Cruttenden of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Cruttenden, 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 Cruttenden) 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco South Coast that at the time 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 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 Metropolitan 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 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 said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco South Coast or to the services to be performed by Welco South Coast pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect.

Material Facts. Metropolitan Summit represents and warrants to Welco Roth that at the time the Registration Statement andis 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 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Roth or to the services to be performed by Welco Roth pursuant to this Agreement Agrexxxxt will not contain any untrue or misleading 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. 3 (f) Any certificate signed by an officer of Summit and delivered to Roth pursuant to this Agreement shall be deemed a representation and warranty by Summit to Roth, to have the same force and effect as stated herein, as to xxx matters covered thereby. (g) If any event relating to or affecting Summit shall occur as a result of which it is necessary, in Roth's opinion, to amend or supplement the Prospectus in order tx xxxx the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Summit undertakes to inform Roth of such events within a reasonable time thereafter, and wilx xxrthwith prepare and furnish to Roth, without expense to them, a reasonable number of copies of xx xmendment or amendments or a supplement or supplements to the Prospectus (in form and substance satisfactory to Roth) which will amend or supplement the Prospectus so that as axxxxed 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco South Coast that at the time 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 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 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 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 said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco South Coast or to the services to be performed by Welco South Coast pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect. (b) Metropolitan 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 Metropolitan has 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 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 52 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to South Coast pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to South Coast, 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 shall occur as a result of which it is necessary, in South Coast's opinion, to amend or supplement 53 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 South Coast of such events within a reasonable time thereafter, and will forthwith prepare and furnish to South Coast, 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 South Coast) 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.

Material Facts. Metropolitan represents and warrants to Welco WELCO that at the time 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 Preferred Stock 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 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 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 said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco WELCO or to the services to be performed by Welco WELCO pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect. (b) Metropolitan 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 Metropolitan has 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 is duly qualified to do 50 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 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 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 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 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 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 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 51 matters covered thereby. (g) If any event relating to or affecting Metropolitan 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 Debentures in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco WELCO that at the time 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 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 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 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 said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco WELCO or to the services to be performed by Welco WELCO pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect. (b) Metropolitan 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 Metropolitan has 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 52 described in the Registration Statement and Prospectus; Metropolitan 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to WELCO pursuant to this Agreement shall be deemed a representation 53 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 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 it, a reasonable number of copies of any 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 that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Xxxx that at the time 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 Preferred Stock 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 Metropolitan 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 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Xxxx or to the services to be performed by Welco Xxxx pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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, 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Xxxx pursuant to this Agreement shall be deemed a representation and warranty by Summit to Xxxx, 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 Xxxx'x 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 Xxxx of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Xxxx, 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 Xxxx) 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 the Notes were priced at an annual yield of __% simple interest computed on a 360 day year basis consisting of twelve monthly periods. (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.

Material Facts. Metropolitan represents and warrants to Welco Xxxx that at the time the Registration Statement is declared effective 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 Preferred Stock 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Xxxx or to the services to be performed by Welco Xxxx pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Xxxx pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Xxxx, 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 shall occur as a result of which it is necessary, in Xxxx'x 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 Xxxx of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Xxxx, 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 Xxxx) 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 Debentures in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco Cruttenden that at the time 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 Preferred Stock 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Cruttenden or to the services to be performed by Welco Cruttenden pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 or properties or assets makes 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Cruttenden pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Cruttenden, 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 shall occur as a result of which it is necessary, in Cruttenden'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 Cruttenden of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Cruttenden, 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 Cruttenden) 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 Debentures in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.

Material Facts. Metropolitan represents and warrants to Welco Rxxx that at the time the Registration Statement is declared effective 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 Preferred Stock 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 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 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 said registration statement the Registration Statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Rxxx or to the services to be performed by Welco Rxxx pursuant to this Agreement will not contain any untrue or 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. 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 it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (b) Metropolitan 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 Metropolitan has 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 the Closing Date 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 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 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 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 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 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 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 laws. (f) Any certificate signed by an officer of Metropolitan and delivered to Rxxx pursuant to this Agreement shall be deemed a representation and warranty by Metropolitan to Rxxx, 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 shall occur as a result of which it is necessary, in Rxxx’x 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 Rxxx of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Rxxx, 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 Rxxx) 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 Debentures in accordance with the pricing formula that is set forth in Schedules “A” and “B” which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco WELCO that at the time 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 Preferred Stock 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 Metropolitan 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 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 said registration statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco WELCO or to the services to be performed by Welco WELCO pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them 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 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 a foreign corporation and is in good standing in all jurisdictions in which the nature 47 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 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. 48 (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 WELCO of such events within a reasonable time thereafter, and will forthwith prepare and furnish to WELCO, without expense to it, a reasonable number of copies of any 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 in accordance with the pricing formula that is set forth in Schedules "A" and B which are 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.

Material Facts. Metropolitan Summit represents and warrants to Welco Cruttenden that at the time 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 Preferred Stock 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 Metropolitan 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 said registration statement the Registration Statement have been filed. Metropolitan Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco Cruttenden or to the services to be performed by Welco Cruttenden pursuant to this Agreement will not contain any untrue or 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. Metropolitan 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 Metropolitan Summit or its subsidiaries is a party or by which any of them it is bound are in full force and effect, except as may otherwise be disclosed in the Registration Statement. (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 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 the Closing Date 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 laws. (f) Any certificate signed by an officer of Summit and delivered to Cruttenden pursuant to this Agreement shall be deemed a representation and warranty by Summit to Cruttenden, 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 Cruttenden'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 Cruttenden of such events within a reasonable time thereafter, and will forthwith prepare and furnish to Cruttenden, 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 Cruttenden) 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 in accordance with the pricing formula that is set forth in Schedules "A" and "B" which are 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.