exv10w2






Exhibit 10.2













Master Agreement



For Real Estate Valuation Services



Between:



Cole Real Estate Income Trust, Inc.







And



CB Richard Ellis, Inc. 



Valuation & Advisory Services



September 1, 2011

















VALUATION & ADVISORY SERVICES






www.cbre.com




September 1, 2011




Mr. Mitchell Sabshon

Executive Vice President and Chief Operating Officer

COLE REAL ESTATE INVESTMENTS

2575 E. Camelback Road

Phoenix, AZ 85016





			
	RE:	 	Master Agreement for
Valuation Services 
 Cole Real Estate
Income Trust, Inc.




Dear Mr. Sabshon:



We are pleased to submit this master agreement and our Terms and Conditions for the
assignment related to the valuation services to Cole Real Estate Income Trust, Inc. We
appreciate this opportunity to be of service to you on this assignment. If you have
additional questions, please contact us.



Respectfully submitted,



CB Richard Ellis, Inc.




	 	 	 	 	 	 	 

	/s/ Thomas B. McDonnell
 

Thomas B. McDonnell, MAI, CCIM

	 	 
	 	/s/ Lee C. Holliday
 

Lee C. Holliday, MAI
	 	 
	President

	 	 	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	T 312 233 8669

	 	 	 	T 404 812 5030	 	 
	F 312 233 8660

	 	 	 	F 404 812 5051	 	 
	E thomas.mcdonnell@cbre.com

	 	 	 	E lee.holliday@cbre.com	 	 






	 	 	 

	/s/ Michael R. Rowland
 

Michael R. Rowland, MAI, MRICS

	 	 
	Senior Managing Director
	 	 
	 
	 	 
	T 602 735 5508
	 	 
	F 602 735 5613
	 	 
	E michael.rowland@cbre.com
	 	 




























 









 











Mr. Mitchell Sabshon

September 1, 2011

Page 2




AGREED AND ACCEPTED



FOR COLE REAL ESTATE INCOME TRUST, INC.




	 	 	 	 	 	 	 

	/s/ Christopher H. Cole
 

Signature

	 	 
	 	September 2, 2011
 

Date
	 	 
	 
	 	 	 	 	 	 
	Christopher H. Cole
 

Name

	 	 
	 	President
 

Title
	 	 
	 
	 	 	 	 	 	 
	(602) 778-8700
 

Phone Number

	 	 
	 	(602) 778-8796
 

Fax Number
	 	 
	 
	 	 	 	 	 	 
	ccole@colecapital.com
	 	 	 	 	 	 
	 

E-Mail Address

	 	 	 	 	 	 












 












 




CB RICHARD ELLIS   |   MASTER AGREEMENT FOR COLE REAL ESTATE INCOME TRUST, INC.




MASTER AGREEMENT




	 	 	 

	MASTER AGREEMENT
	 	 
	 
	 	 
	Engaging Party:

	 	Cole Real Estate Income Trust, Inc. (“Cole” or the “REIT”)
	 
	 	 
	Service Provider:

	 	CB Richard Ellis, Inc. (“CBRE”) Valuation and Advisory Services (“VAS”)
	 
	 	 
	Purpose:

	 	CBRE will estimate the market value of properties and real estate related
debt that may be acquired or incurred by Cole or any subsidiary of Cole from
time to time, as more fully described in Addendum B.
	 
	 	 
	Premise:

	 	The premise of each appraisal will be identified by Cole.
	 
	 	 
	Rights Appraised:

	 	The property rights to be appraised (i.e. fee simple, leased fee or
leasehold) will be identified by Cole.
	 
	 	 
	Notes Valued:

	 	Mortgage notes receivable to be valued will be identified by Cole.
	 
	 	 
	Reporting:

	 	CBRE will initially complete an appraisal presented in a self-contained
narrative report (“Initial Appraisal”) either in the course of Cole’s
acquisition of a portfolio property or for the first required reporting
period following Cole’s acquisition (where CBRE did not provide an
appraisal in the course of Cole’s acquisition). Additionally, Cole may
request that CBRE conduct an “Initial Appraisal” of real estate related
liabilities when incurred or assumed by Cole. In such case, the “Initial
Appraisal” bid will reflect and incorporate the appraisal of real estate
related liabilities.
	 
	 	 
	 

	 	Subsequently, CBRE will provide an appraisal presented in a restricted
narrative report (“Update Appraisal”) for each property and real
estate related debt on an ongoing basis. The first “Update Appraisal”
will be delivered in the first quarter following the first complete
quarter after the “Initial Appraisal”, In addition, CBRE or Cole will
request an “Update Appraisal" if there is a material change
known to the requesting party.
	 
	 	 
	Intended Use:

	 	The Intended Use of the “Initial Appraisal” and the “Update Appraisal” is to
estimate the market value of the property, asset, or liability for use by
Cole’s fund accountant to assist in the calculation of the daily Net Asset
Value (NAV) per share of Cole.












 









 








			
	 	 	 
	CB RICHARD ELLIS   |   MASTER AGREEMENT FOR COLE REAL ESTATE INCOME TRUST, INC.
	 	PAGE 2






MASTER AGREEMENT




	 	 	 

	Intended User:

	 	The Intended Users of the appraisals are Cole; the
REIT’s Advisor; the REIT’s fund accountant; as well
as its auditors, intermediaries and investors.
	 
	 	 
	Scope of Work:

	 	Refer to Addendum B for procedural detail with
respect to Scope of Work as well as for a
description of how material changes to properties
will be monitored. A dedicated hand selected
valuation team will be assembled. Their scope of
work for each assignment will include the following
steps:
	 
	 	 
	 

	 	Extent to Which the Property is Identified
	 
	 	 
	 

	 	•     CBRE will collect the relevant physical
characteristics about the subject via physical
identification and an inspection of both the
interior and exterior of the subject property.

	 
	 	 
	 

	 	•     The property will be further legally
identified physically through its postal address,
assessor’s records, the provided legal description
and the provided title report.

	 
	 	 
	 

	 	•     Economic characteristics of the subject will
be identified via an analysis of leases and/or
lease briefs between the lessor and lessee,
recent rent roll and historical operating
statements.

	 
	 	 
	 

	 	Extent to Which the Property is Inspected
	 
	 	 
	 

	 	•     A CBRE appraiser who is a designated member of
the Appraisal Institute (MAI) will conduct a
physical inspection of both the interior and
exterior of the subject property, as well as its
surrounding environs on the effective date of
appraisal as part of the course of the “Initial
Appraisal”.

	 
	 	 
	 

	 	•     Subsequently, once within the course of the
three years following acquisition, CBRE will
conduct a physical inspection
(“Re-inspection”) of the subject property. An
inspection form will be completed by CBRE and
delivered via iChannel. The dates of re-inspection
will be at CBRE’s discretion.

	 
	 	 
	 

	 	Type and Extent of the Data Researched
	 
	 	 
	 

	 	•     CBRE will physically inspect the micro and
macro market environments with respect to
physical and economic factors relevant to the
valuation process. 

	 
	 	 
	 

	 	•     This knowledge will be expanded through
interviews with regional and local market
participants, available published data and other
various resources.











 









 






			
	 	 	 
	CB RICHARD ELLIS   |   MASTER AGREEMENT FOR COLE REAL ESTATE INCOME TRUST, INC.
	 	PAGE 3






MASTER AGREEMENT




	 	 	 

	 

	 	•     CBRE will also conduct regional and local research with respect to
applicable tax data, zoning requirements, flood zone status, demographics,
income and expense data, and comparable listing, sale and rental information.

	 
	 	 
	 

	 	Type and Extent of Analysis Applied
	 
	 	 
	 

	 	•     For the “Initial Appraisal”, CBRE will analyze the data gathered through
the use of appropriate and accepted appraisal methodology to arrive at a
probable value indication via each approach to value. All approaches to
value will be considered and utilized, including the Cost Approach, Sales
Comparison Approach, and Income Capitalization Approach.
Within the Income Capitalization Approach to value, both
a direct capitalization and discounted cash flow will be completed. The
discounted cash flow analysis will be completed utilizing the
Argus cash flow program. Additionally an estimate of Land Value,
Replacement Cost, and Insurable Value will be provided. For single tenant
properties, ago dark valuation will also be provided. CBRE will then
correlate and reconcile the results into a reasonable and defensible value
conclusion, and estimate a reasonable exposure time and marketing time
associated with the value estimate presented.

	 
	 	 
	 

	 	•     For the “Update Appraisal”, CBRE will analyze the data gathered through
the use of appropriate and accepted appraisal methodology to arrive at
a probable value indication. The Income Capitalization Approach to value
is anticipated to be the primary approach to value unless this approach is
not deemed reasonable by CBRE. Primary emphasis will be considered for
the discounted cash flow analysis, unless this approach is
otherwise deemed to be inappropriate. CBRE will then correlate and reconcile
the results into a reasonable and defensible value conclusion, and
estimate a reasonable exposure time and marketing time associated with the
value estimate presented.

	 
	 	 
	 

	 	•     For the valuation of real estate debt, CBRE will estimate the market
value of real estate related debt by using industry accepted
methodologies specific to each type of liability. Typically, mortgage loans
collateralized by real estate will be valued by comparing the differences
between the contractual loan terms and current market loan terms.










 









 








			
	 	 	 
	CB RICHARD ELLIS   |   MASTER AGREEMENT FOR COLE REAL ESTATE INCOME TRUST, INC.
	 	PAGE 4






MASTER AGREEMENT




	 	 	 

	 

	 	      This comparison would generally involve the present value of the
remaining contractual payments and maturity amount at a market based
interest rate. The market interest rate would reflect the risks
associated with the loan, such as loan-to-value ratio, remaining loan
term, the quality of the underlying collateral or other security, and
credit risk, among other factors.

	 
	 	 
	 

	 	Reporting
	 
	 	 
	 

	 	•     For the “Initial Appraisal”, CBRE will complete a Self-Contained
Appraisal Report including the following:

	 
	 	 
	 

	 	      i. state the identity of the client and any intended users, by name or
type;

	 
	 

	 	      ii. state the intended use of the appraisal;

	 
	 

	 	      iii. describe information sufficient to identify the real estate or
personal property involved in the appraisal, including the physical and
economic property characteristics relevant to the assignment;

	 
	 

	 	      iv. state the property interest appraised;

	 
	 

	 	      v. state the type and definition of value and cite the source of the
definition;

	 
	 

	 	      vi. state the effective date of the appraisal and the date of the
report;

	 
	 

	 	      vii. describe the scope of work used to develop the appraisal;

	 
	 

	 	      viii. describe the information analyzed, the appraisal methods and
techniques employed, and the reasoning that supports the analyses,
opinions, and conclusions.

	 
	 

	 	      ix. state the use of the property, existing as of the date of value and
the use of the real estate reflected in the appraisal; and, when an
opinion of the highest and best use was developed by the appraiser,
describe the support and rationale for that opinion;

	 
	 

	 	      x. clearly and conspicuously state all extraordinary assumptions and
hypothetical conditions; and that their use might have affected the
assignment results; and

	 
	 

	 	      xi. include a signed certification in accordance with Standards Rule
2-3.

	 
	 	 
	 

	 	•     For the “Update Appraisal”, CBRE will complete a Restricted Use
Appraisal Report including the following:

	 
	 	 
	 

	 	      i. state the identity of the client by name or type;










 









 





			
	 	 	 
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	 	PAGE 5






MASTER AGREEMENT





	 	 	 

	 

	 	      ii. state the intended use of the appraisal

	 
	 

	 	      iii. state information sufficient to identify the real estate or
personal property involved in the appraisal;

	 
	 

	 	      iv. state the property interest appraised;

	 
	 

	 	      v. state the type of value and cite the source of its definition;

	 
	 

	 	      vi. state the effective date of the appraisal and the date of the
report;

	 
	 

	 	      vii. state the scope of work used to develop the appraisal;

	 
	 

	 	      viii. state the appraisal methods and techniques employed, state the
value opinion(s) and conclusion(s) reached and reference the
workfile;

	 
	 

	 	      ix. state the use of the property, existing as of the date of value
and the use of the real estate reflected in the appraisal; and, when
an opinion of the highest and best use was developed by the
appraiser, state that opinion;

	 
	 

	 	      x. clearly and conspicuously state all extraordinary assumptions and
hypothetical conditions; and that their use might have affected the
assignment results; and

	 
	 

	 	      xi. include a signed certification in accordance with Standards Rule
2-3.

	 
	 	 
	Appraisal Standards:

	 	All reports will be in compliance with the Uniform Standards of
Professional Appraisal Practice (USPAP).
	 
	 	 
	Valuation of RE
Related Debt:

	 	Conduct all mortgage valuations for each property on a rolling
quarterly basis. When debt is assumed as part of a property
acquisition, Cole may request that CBRE conduct the valuation of the
assumed debt. Part of the dedicated Cole valuation team will be
comprised of individuals from the Financial Reporting Group
within CBRE. These individuals are highly experienced in
mortgage valuations and have completed one off and
quarterly valuation assignments for REITS, private firms, public
companies as well as major property funds.
	 
	 	 
	Timing:

	 	Appraisals will be provided in accordance with the following schedule:
	 
	 	 
	 

	 	•     “Initial Appraisal”, draft due from CBRE according to the terms
outlined within the signed “Task Order Authorization Form”.

	 
	 	 
	

	 	•     The first “Update Appraisal” will be provided no later than 10
days prior to the end of the first quarter following the










 









 





			
	 	 	 
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	 	PAGE 6






MASTER AGREEMENT






	 	 	 

	 

	 	      first complete quarter
after the acquisition
appraisal is delivered
(e.g., for a property
acquired in February
and provided an
“initial Appraisal”
in February, the
first “Update
Appraisal” will be
delivered no later than
10 days prior to
September 30).
The subsequent
“Update Appraisals”
will be delivered 10
days prior to the end
of the following
quarters (December
31st, March
31st, June
30th and
September
30th).
Deliveries will be
scheduled on a “rolling
basis” to provide half
of the properties
“Update Appraisals”
between the 1st and
15th of the month and
half between the 16th
and end of month. 

	 
	 	 
	Due Diligence Material:

	 	CBRE will provide Cole
with access to CBRE’s
iChannel to deliver
standard due diligence
material requested to
complete each appraisal
assignment. iChannel
is a secure, web-based
document management
site, available on a
24-hour basis. The CBRE
VAS Technology director
will work with Cole to
provide instruction and
to customize access
that is appropriate for
Cole personnel to
provide due diligence
material.
	 
	 	 
	Assignment Tracking

	 	CBRE will utilize
JobCenter, a
proprietary web
based assignment
management software.
This software will
allow CBRE to manage
the initial and
quarterly valuations of
the entire portfolio
to ensure timely
delivery and
accurate invoicing.
	 
	 	 
	Report Delivery:

	 	Draft reports will be
delivered to the
Advisor to Cole for
factual review. Upon
confirmation of factual
data, the final reports
will be delivered to
Cole and the REIT’s
fund accountants in PDF
format via posting to
CBRE’s iChannel.
Printed copies will
not be provided,
unless separately
requested. As
mentioned, iChannel
is a secure,
web-based document
management site. The
CBRE VAS Technology
director will work with
Cole to customize
access that is
appropriate for Cole to
provide restricted
delivery of appraisal
reports to the REIT’s
fund accountant.
	 
	 	 
	 

	 	Additionally, CBRE will
provide a master
spreadsheet updated
with the most recent
valuation conclusions
as well as the
assumptions utilized in
the valuation. CBRE
will work with the
REIT’s fund
accountant to
create a
streamlined delivery
process of the property
values.









 









 





			
	 	 	 
	CB RICHARD ELLIS   |   MASTER AGREEMENT FOR COLE REAL ESTATE INCOME TRUST, INC.
	 	PAGE 7






MASTER AGREEMENT




	 	 	 

	Data Security:

	 	CBRE takes multiple
steps to ensure that
client and CBRE data
and technology
resources are
protected against
compromise. Internal
control and IT
governance policies
and procedures are set
at the corporate level
for all divisions
within CBRE and
considered appropriate
for protecting data
and resources.
	 
	 	 
	 

	 	CBRE complies with
USPAP requirements
with respect to issues
of confidentiality,
privacy, and data
security as they
relate to each
appraisal assignment.
	 
	 	 
	Professional Experience:

	 	Reports prepared by
CBRE have been
included or quoted in
a private placement
memorandum,
registration
statement, prospectus,
sales brochure, annual
or quarterly reports,
proxy statements,
Forms 8-K or similar
documents (in either
electronic or hard
format) issued, filed
or released in
connection with a
sale, for firm
securitization, or any
loan involving the
property referenced in
the subject report.
The reports are
prepared in accordance
with the Uniform
Standards of
Professional Appraisal
Practice (USPAP), are
in compliance with the
Financial Institutions
Reform, Recovery, and
Enforcement Act of 1989 (FIRREA) relating
to appraisal standards
as summarized in
Chapter 12, code of
Federal Regulation,
Part 34 (12 CFR 34)
and the Code of
Professional Ethics
and Standards of
Professional Practice
as promulgated by the
Appraisal Foundation
and the Appraisal
Institute.
	 
	 	 
	Appraisal as Basis in
REIT’s NAV Calculation

	 	CBRE understands and
consents to Coles’ use
of the appraised value
and information from
its appraisal reports
in the REIT’s NAV
calculation and daily
share pricing,
provided the REIT
agrees that it has
complied and at all
times will comply, and
will use its best
efforts to cause its
consultants to comply,
with all applicable
Federal and state
securities laws in
connection with the
use of the appraisal
report.
	 
	 	 
	 

	 	Cole can use the
appraised value
without attribution
to the appraisal
report and selected
information in the
appraisal report,
provided Cole agrees
that it has complied,
and at all times will
comply, and will use
Cole’s best efforts to
cause any intended
users to comply, with
all applicable Federal
and state securities
laws in connection
with any offering and
offering document and
any use of the
appraisal report.
	 
	 	 
	Securities Experience:

	 	CBRE understands and
agrees (i) to its
being named as an
“independent valuation
expert”, with regard
to real estate









 









 





			
	 	 	 
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	 	PAGE 8






MASTER AGREEMENT




	 	 	 

	 

	 	valuation and real estate debt
valuation, in the registration
statement and prospectus filed
by Cole under the Securities
Act of 1933, as amended, for
the offering of Cole shares;
and in filings by Cole
with the US Securities
and Exchange Commission,
the Financial Industry
Regulatory Authority
(“FINRA”), and each of the
various states and territories
of the US (collectively, the
“Regulatory Documents”); (ii)
to allow Cole to
reference in the
Regulatory Documents CBRE
appraisals, including
appraisal reports, of assets
and liabilities of Cole; and
(iii) to reliance by Cole on
CBRE’s appraisals (including
appraisal reports, values, and
procedures) of real estate
assets and real estate
liabilities of Cole in
the calculation of the net
asset value of Cole, and the
daily pricing of shares of
Cole. CBRE agrees to provide
its written consent to the
foregoing to the extent
required by Federal and state
securities laws and
regulations and agrees to
allow Cole to file such
consent with the Regulatory
Documents. Cole agrees that
it has complied and at all
times will comply, and will
use its best efforts to cause
its dealer-manager to comply,
with all applicable Federal
and state securities laws in
connection with any use of a
CBRE appraisal report.
	 
	 	 
	VAS Independence:

	 	Valuation & Advisory Services
operates as an independent
economic entity within CBRE.
Although employees of other
CBRE divisions may be
contacted as a part of our
routine market research
investigations, absolute
client confidentiality and
privacy will be maintained at
all times with regard to this
assignment without conflict of
interest.
	 
	 	 
	Compensation:

	 	As compensation for services
rendered by CBRE under this
Master Agreement, Cole shall
pay CBRE in the amounts and
under Terms and Conditions
specified in Addendum A and 

Addendum B.
	 
	 	 
	Term:

	 	This Master Agreement formed
by this Proposal will remain
in effect for three years from
the date of execution.
	 
	 	 
	Extension of Term:

	 	There will be three
successive, three year options
to renew this agreement.
Such options shall be
considered exercised unless
specifically declined in
writing by Cole or CBRE at
least 180 days prior to
expiration.
	 
	 	 
	CBRE Contacts:

	 	CBRE’s single-point and
principal contact for
engagement of appraisal
services and client support
will be provided by Lee









 









 





			
	 	 	 
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	 	PAGE 9






MASTER AGREEMENT




	 	 	 	 	 

	 	 	C. Holliday, MAI, and Michael R. Rowland, MAI, MRICS until such time as
CBRE notifies Cole in writing.
	 
	 	 	 	 
	 

	 	Lee C. Holliday, MAI
	 	Michael R. Rowland, MAI, MRICS
	 

	 	Senior Vice President
	 	Senior Managing Director
	 

	 	3280 Peachtree Road
	 	Intermountain Region
	 

	 	Suite 1400
	 	2415 East Camelback Road
	 

	 	Atlanta, GA 30305
	 	Phoenix, AZ 85016
	 

	 	T (404) 812 5030
	 	T 602.735.5508
	 

	 	F (404) 812 5051
	 	F 602.735.5613
	 

	 	E lee.holliday@cbre.com
	 	E michael.rowland@cbre.com
	 
	 	 	 	 
	 	 	For each appraisal, a CBRE professional with the designation of MAI
specializing in the respective property type (e.g. single-tenant
net-leased retail) and knowledgeable of the respective market will be
assigned to provide the “Initial Appraisal” and subsequent “Update
Appraisal”.
	 
	 	 	 	 
	Non-exclusive:	 	CBRE does not have an exclusive agreement with Cole for appraisal
services.
	 
	 	 	 	 
	Termination:	 	This Agreement may be terminated at any time by Cole; provided,
however, Cole shall be obligated to pay CBRE a pro rata share of the
fee for any appraisal as provided in the Terms and Conditions
attached hereto if this Agreement is terminated after CBRE is engaged
to provide an appraisal but before the appraisal is delivered. CBRE
can terminate this Agreement without cause by providing 180
days notice; provided, however, CBRE shall complete any appraisals
which are in process at the time of such termination.
	 
	 	 	 	 
	 	 	In addition, CBRE or Cole may terminate this Agreement for cause by
written notice at any time if the other party defaults in the
performance of any of its material obligations under this Agreement.
Termination as a result of a party’s default shall not relieve such
party of liability for such default and the non-defaulting party shall
have all other remedies available at law or in equity as a result of
such default. In the event of such default, the party declaring the
default shall provide the other party (“Recipient”) with written notice
setting forth the nature of the default, and Recipient shall have ten
(10) days to cure such default; provided, however, that if the nature
of an alleged non-monetary default is such that it cannot reasonably
be cured within ten (10) days, Recipient may cure such default by









 









 





			
	 	 	 
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	 	PAGE 10






MASTER AGREEMENT




	 	 	 

	 

	 	commencing in good faith to
cure such default promptly
after its receipt of such
written notice and prosecuting
the cure of such default to
completion with diligence
and continuing within a
reasonable time thereafter.
If Recipient fails to cure the
default within the foregoing
time periods, the other party
may terminate this
Agreement by written
notice to the Recipient,
which notice shall be
effective upon receipt.
	 
	 	 
	Reputation and Goodwill
	 	 
	 
	 	 
	 

	 	Unless legally obligated to do
so, neither party shall take
any action or make any
statements to past, present or
potential intermediaries,
consultants, broker dealers,
clients, investors, and/or
employees (including internal
and external wholesalers) of
the other party or any
of its affiliates,
professionals, regulatory
agencies or others that might
be injurious to the reputation
or goodwill of such other
party or any of its affiliates
or which in any manner may
interfere with the business
affairs or business relations
of such other party or any of
its affiliates.
	 
	 	 
	Disaster Recovery:

	 	CBRE agrees to (1) submit to
Cole for Cole’s review, and to
implement, a Disaster Recovery
Plan (“DRP”) acceptable to
Cole within thirty (30)
days of the effective
date of this Agreement; (2)
periodically update and test
the operability of the DRP
during every one hundred
eighty (180) day period that
the DRP is fully operational,
(3) certify to Cole at least
once during every one hundred
eighty (180) day period that
the DRP is fully operational
and (4) implement the DRP
upon the occurrence of a
disaster (as such term is
defined in the DRP).
	 
	 	 
	Amendment:

	 	This Master Agreement may not
be amended except by a
writing signed by both
parties.
	 
	 	 
	Assignment:

	 	This Master Agreement shall
not be assigned by any party
without the written consent of
the other party.
	 
	 	 
	Counterparts:

	 	This Agreement may be executed
in several counterparts, each
of which shall be an original,
but all of which together will
constitute one and the
same instrument. Any
electronic signature shall be
deemed an original for the
purposes of this Agreement.
	 
	 	 
	Entire Agreement:

	 	This Agreement, including the
Terms and Conditions attached
hereto, embodies the entire
agreement and
understanding between the
parties and supersedes all
prior agreements and









 









 





			
	 	 	 
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MASTER AGREEMENT




	 	 	 

	 

	 	understandings
relating to the
subject matter hereof,
provided that the
parties may embody
in one or more
separate documents
their agreement, if
any, with respect to
delegated duties.
	 
	 	 
	Survivability:

	 	The parties’
obligation under
paragraphs 7, 10, 14,
15 and 16 of the Terms
and Conditions
attached hereto will
survive termination of
this Agreement.
	 
	 	 
	Severability:

	 	Whenever
possible, each
provision of this
Agreement shall be
interpreted in such
manner as to be
effective and valid
under applicable
law. In the
event that any
provision of this
Agreement is held
under applicable law
to be invalid,
illegal, or
unenforceable in
any respect, such
provision will be
ineffective only to
the extent of such
invalidity, and the
validity, legality and
enforceability of the
remaining provisions
of this Agreement will
not be affected or
impaired in any
way.