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<br />1. Method of Sale. Evaluate the particular financing being contemplated, giving consideration <br />to the complexity, market acceptance, rating, size and structure in order to make a <br />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 />(l) 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 this <br />Agreement which the Issuer advertises for competitive bids; however, in keeping with <br />the provisions of Rule G-23 of the Municipal Securities Rulemaking Board, FSC will <br />request and obtain written consent to bid prior to submitting a bid, in any instance <br />wherein FSC elects to bid, for any installment of such Debt Instruments; <br /> <br />(2) Disseminate infonnation to prospective bidders, organize such infonnational <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 of <br />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 acceptance <br />or rejection of the bids. <br /> <br />b. If the Debt Instruments are to be sold by negotiated sale, FSC will: <br /> <br />(l) Recommend for Issuer's final approval and acceptance one or more investment <br />banking finns as managers of an underwriting syndicate for the purpose of negotiating <br />the purchase of the Debt Instruments. <br /> <br />(2) Cooperate with and assist any selected managing underwriter and their counsel <br />in connection with their efforts to prepare any Official Statement or Offering <br />Memorandum. FSC will cooperate with and assist the underwriters in the preparation <br />of a bond purchase contract, an underwriters agreement and other related documents. <br />The costs incurred in such efforts, including the printing of the documents, will be <br />paid in accordance with the terms of the Issuer's agreement with the underwriters, but <br />shall not be or become an obligation ofFSC, except to the extent specifically provided <br /> <br />3 <br />