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DOCUMENT TITLE:  COLLATERAL MANAGEMENT AGREEMENT .
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Clause Heading
1 - Management Services.
2 - Delegation of Duties.
3 - Purchase and Sale Transactions; Brokerage.
4 - Representations and Warranties of the Issuer.
5 - Representations and Warranties of the Collateral Manager.
6 - Expenses.
7 - Fees.
8 - Non-Exclusivity.
9 - Conflicts of Interest.
10 - Records; Confidentiality.
11 - Term.
12 - Termination.
13 - Liability of Collateral Manager.
14 - Obligations of Collateral Manager.
15 - No Partnership or Joint Venture.
16 - Notices.
17 - Succession; Assignment.
18 - No Bankruptcy Petition/Limited Recourse.
19 - Miscellaneous.
1 - General.
2 - Composition of the Advisory Committee.
3 - Requisite Experience.
4 - Appointment of Initial Members of the Advisory Committee.
5 - Term.
6 - Approval Process.
7 - Unanimous Written Consent.
8 - Compensation.
1 - Independent Member Duties.
2 - Representations and Warranties.
3 - Compensation.
4 - Exculpation and Indemnification.
5 - Notices.
6 - Monthly Reports.
7 - Term; Termination.
8 - Confidentiality.
9 - Limited Recourse.
10 - Non-Petition.
11 - Amendments.
12 - Third Parties.
13 - Third Party Beneficiary.
1 - Affiliated Member Duties.
3 - Exculpation and Indemnification.
4 - Notices.
5 - Monthly Reports.
6 - Term; Termination.
7 - Limited Recourse.
8 - Non-Petition.
9 - Amendments.
10 - Third Parties.
11 - Third Party Beneficiary.