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giving consideration to the complexity, market acceptance, rating, size and <br />structure in order to make a recommendation as to an appropriate <br />method of sale, and: <br />a. If the Debt Instruments are to be sold by an advertised <br />competitive sale, Mastersonwill: <br />L Supervise the sale of the Debt Instruments; <br />ii. Disseminate information to prospective bidders, organize <br />such informational meetings as may be necessary, and <br />facilitate prospective . bidders' efforts in making timely <br />submission of proper bids; <br />iii. Assist the staff of the Issuer in coordinating the receipt of bids, <br />the safekeeping of good faith checks and the tabulation and <br />comparison of submitted bids; and <br />iv. Advise the Issuer regarding the best bid and provide advice <br />regarding acceptance or rejection of the bids. <br />b. If the Debt Instruments are to be sold by negotiated sale, <br />Masterson will: <br />L Recommend for Issuer's final approval and acceptance one or <br />more investment banking firms as managers of an <br />underwriting syndicate for the purpose of negotiating the <br />purchase of the Debt Instruments. <br />ii. Cooperate with and assist any selected managing <br />underwriter and their counsel in connection with their efforts <br />to prepare any Official Statement or Offering Memorandum. <br />Masterson will cooperate with and assist the underwriters in <br />the preparation of a bond purchase contract, an underwriters <br />agreement and other related documents. The costs incurred <br />in such efforts, including the printing of the documents, will be <br />paid in accordance with the terms of the Issuer's agreement <br />with the underwriters, but shall not be or <br />138 <br />