IMAGE's key strengths as an Independent Swap Advisor are its unique combination of professionals, the breadth of our experience, the size of our staff, our macro perspective on swaps and derivatives and our proactive approach to the advisory process. The use of a Swap Advisor such as IMAGE, devoted solely to these instruments, will add enormous value to the process. IMAGE has assembled its professional staff with one thing in mind, proficiency in swap and related derivative transactions. We are not a general financial advisory firm or municipal broker-dealer who also advise on swaps "part time". The unique talents of the individuals who comprise our firm are unmatched in the industry, and our proactive approach to utilize our talents consistently have demonstrated significant value added to our clients. We do not simply sit back and wait for questions or proposals to be posed to us. We are proactively looking for opportunities in the marketplace and searching for enhancements on each and every transaction in which we participate. Importantly, we maintain a macro perspective for the client's swap and derivative exposure, while we are engaged in the micro-analytical work on any individual swap.

Evaluation and Review of Proposals

• Provide financial analysis in connection with swap products presented to the Issuer.
• Prepare Requests for Proposals and evaluation of responses of swap counterparties.
• Advise and assist in determining and implementing appropriate methods for securing swap providers.
• Advise and assist in the development and implementation of competitive processes for the procurement of swaps and/or swap providers and in evaluating competitively solicited swap proposals.
• Advise and assist in evaluating and negotiating the terms of negotiated swap proposals.

Structuring Advice

• Advise the Issuer about the long-term implications associated with entering into a swap, including costs of borrowing, historical interest rate trends, variable rate exposure, opportunities to refund related debt obligations and other similar considerations.
• Provide an assessment of the various risks associated with swap proposals, including counterparty risk, termination risk, rollover risk, basis risk, tax event risk and amortization risk.
• Assist the Issuer in diversify its exposure to counterparties, if applicable. Prior to a transaction, determine its exposure to the relevant counterparty or counterparties and determine how the proposed transaction would affect such exposure. The exposure should not be measured solely in terms of notional amount, but rather how changes in interest rates would affect the Issuer's exposure, including an aggregate view of the cumulative exposure of the Issuer. Discuss risk measures and risk measurement models that are available for use by the Issuer including mark-to-market, expected loss, peak loss and value at risk.

Document Negotiation and Preparation

• Advise and assist the Issuer and their counsel in connection with the negotiation of schedules and credit support annexes to the standard International Swap Dealer Association, Inc. ("ISDA") Master Agreement for specific swap products.
• Advise the Issuer in connection with the preparation or modification of swap policies and an interest rate management plan.
• Verify swap pricing at execution and provide a market price certificate to the Issuer that the terms and conditions of a swap reflect a fair market value of a negotiated swap.

Pricing

• Advise, assist and manage, as required, the implementation of competitive processes for the procurement of swaps.

• Assist in the evaluation, selection, fee negotiation and price negotiation with swap providers in connection with negotiated swaps.

Other

• Provide advice and assistance in the development of swap policies and guidelines for individual transactions, and as part of an overall debt management program.
• Provide quantitative training to the Issuer's staff members in connection with the analysis of swap proposals.
• Prepare for and participate in meetings with outside parties, including government officials, swap counterparties, underwriters, counsel, and rating agencies.