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<br />1. Method of Sale. Evaluate the particular financing being contemplated, g1Vmg <br />consideration to the complexity, market acceptance, rating, size and structure in order to <br />make a recommendation as to an appropriate method of sale, and: <br /> <br />a. If the Debt Instruments are to be sold by an advertised competitive sale, FSC will: <br /> <br />(1) Supervise the sale of the Debt Instruments, reserving the right, alone or in <br />conjunction with others, to submit a bid for any Debt Instruments issued under <br />this Agreement which the Issuer advertises for competitive bids; however, in <br />keeping with the provisions of Rule G-23 of the Municipal Securities Rulemaking <br />Board, FSC will request and obtain written consent to bid prior to submitting a <br />bid, in any instance wherein FSC elects to bid, for any installment of such Debt <br />Instruments; <br /> <br />(2) Disseminate information to prospective bidders, organize such informational <br />meetings as may be necessary, and facilitate prospective bidders' efforts in making <br />timely submission of proper bids; <br /> <br />(3) Assist the staff of the Issuer in coordinating the receipt of bids, the safekeeping <br />of good faith checks and the tabulation and comparison of submitted bids; and <br /> <br />(4) Advise the Issuer regarding the best bid and provide advice regarding <br />acceptance or rejection of the bids. <br /> <br />b. If the Debt Instruments are to be sold by negotiated sale, FSC will: <br /> <br />(1) Recommend for Issuer's final approval and acceptance one or more investment <br />banking firms as managers of an underwriting syndicate for the purpose of <br />negotiating the purchase of the Debt Instruments. <br /> <br />(2) Cooperate with and assist any selected managing underwriter and their <br />counsel in connection with their efforts to prepare any Official Statement or <br />Offering Memorandum. FSC will cooperate with and assist the underwriters in <br />the preparation of a bond purchase contract, an underwriters agreement and other <br />related documents. The costs incurred in such efforts, including the printing of the <br />documents, will be paid in accordance with the terms of the Issuer's agreement <br />with the underwriters, but shall not be or become an obligation of FSC, except to <br />the extent specifically provided otherwise in this Agreement or assumed in writing <br />by FSC. <br />