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<br />1. Method ofSa1e. 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. Ifthe Debt Instruments are to be sold by an a vertised competitive sale, FSC will: <br /> <br /> <br />(1) Supervise the sale of the Debt Ins ments, reserving the right, alone or in <br />conjunction with others, to submit a bid or any Debt Instruments issued under this <br />Agreement which the Issuer advertises or competitive bids; however, in keeping with <br />the provisions of Rule G-23 of the nicipal Securities Rulemaking Board, FSC will <br />est and obtain written conse to bid prior to submitting a bid, in any instance <br />installment of such Debt Instruments; <br /> <br />to prospective bidders, organize such informational <br />meetings as may b eces ary, and facilitate prospective bidders' efforts in making <br />timely submission of p er bids; <br /> <br />(4) Advise the suer regarding the best . d and provide advice regarding acceptance <br />or rejection of he bids. <br /> <br />b. If the Debt nstruments are to be sold by negotiated <br /> <br />(1) Rec mmend for Issuer's final approval and acceptance 0 <br />bankin firms as managers of an underwriting syndicate for the purpo <br />the p rchase of the Debt Instruments. <br /> <br />of negotiating <br />" <br /> <br />I <br />(2/ Cooperate with and assist any selected managing underwriter and their counsel in <br />connection with their efforts to prepare any Official Statement or Offering <br />I <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 paid <br />in accordance with the terms of the Issuer's agreement with the underwriters, but shall <br />not be or become an obligation of FSC, except to the extent specifically provided <br /> <br />3 <br />