**EXHIBIT 10.1****ADVISORY AGREEMENT**     THIS ADVISORY AGREEMENT, dated as of November 12, 2007, is among CORPORATE PROPERTY ASSOCIATES17 – GLOBAL INCORPORATED, a Maryland corporation (“CPA: 17”), CPA: 17 LIMITED PARTNERSHIP,a Delaware limited partnership of which CPA: 17 is a general partner (the “OperatingPartnership”), and CAREY ASSET MANAGEMENT CORP., a Delaware corporation and wholly-ownedsubsidiary of W. P. Carey & Co. LLC (the “Advisor”).**WITNESSETH**:     WHEREAS, CPA: 17 intends to qualify as a REIT (as defined below), and the OperatingPartnership intends to qualify as a partnership, in each case for U.S. federal income tax purposes     WHEREAS, CPA: 17 and its subsidiaries, including the Operating Partnership, desire to availthemselves of the experience, sources of information, advice and assistance of, and certainfacilities available to, the Advisor and to have the Advisor undertake the duties andresponsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Boardof Directors of CPA: 17, all as provided herein; and     WHEREAS, the Advisor is willing to render such services, subject to the supervision of theBoard of Directors, on the terms and conditions hereinafter set forth;     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants andagreements contained herein, the parties hereto agree as follows:     1. Definitions. As used in this Agreement, the following terms have the definitionshereinafter indicated:     “2%/25% Guidelines.” The requirement, as provided for in Section 13 hereof, that, inthe 12-month period ending on the last day of any fiscal quarter, Operating Expenses not exceed thegreater of two percent of Average Invested Assets during such 12-month period or 25% of CPA: 17’sAdjusted Net Income over the same 12-month period.     “Acquisition Expenses.” To the extent not paid or to be paid by the seller, lessee,borrower or any other party involved in the transaction, those expenses, including but not limitedto travel and communications expenses, the cost of appraisals, title insurance, nonrefundableoption payments on Investments not acquired, legal fees and expenses, accounting fees and expensesand miscellaneous expenses, related to selection, acquisition and origination of Investments,whether or not a particular Investment ultimately is made. Acquisition Expenses shall not includeAcquisition Fees.     “Acquisition Fees.” The Initial Acquisition Fee and the Subordinated Acquisition Fee.     “Adjusted Investor Capital.” As of any date, the Initial Investor Capital reduced byany Redemptions, other than Redemptions intended to qualify as a liquidity event for purposes ofthis Agreement, and by any other Distributions on or prior to such date determined by the Board tobe from Cash from Sales and Financings.     “Adjusted Net Income.” For any period, the total consolidated revenues recognized insuch period by CPA: 17, less the total consolidated expenses of CPA: 17 recognized in such period,excluding additions to reserves for depreciation and amortization, bad debts or other similarnon-cash reserves;
 

 
provided, however, that Adjusted Net Income for purposes of calculating total allowableOperating Expenses shall exclude any gain, losses or writedowns from the sale of CPA: 17’s assets.     “Advisor.” Carey Asset Management Corp, a corporation organized under the laws of theState of Delaware and wholly-owned by W. P. Carey & Co. LLC.     “Affiliate.” An Affiliate of another Person shall include any of the following: (i)any Person directly or indirectly owning, controlling, or holding, with power to vote ten percentor more of the outstanding voting securities of such other Person; (ii) any Person ten percent ormore of whose outstanding voting securities are directly or indirectly owned, controlled, or held,with power to vote, by such other Person; (iii) any Person directly or indirectly controlling,controlled by, or under common control with such other Person; (iv) any executive officer,director, trustee or general partner of such other Person; or (v) any legal entity for which suchPerson acts as an executive officer, director, trustee or general partner.     “Agreement.” This Advisory Agreement.     “Appraised Value.” Value according to an appraisal made by an Independent Appraiser,which may take into consideration any factor deemed appropriate by such Independent Appraiser,including, but not limited to, the terms and conditions of any lease of a relevant property, thequality of any lessee’s, borrower’s or other counter-party’s credit and the conditions of thecredit markets. The Appraised Value of a Property may be greater than the construction cost or thereplacement cost of the Property.     “Articles of Incorporation.” Articles of Incorporation of CPA: 17 under the GeneralCorporation Law of Maryland, as amended from time to time, pursuant to which CPA: 17 is organized.     “Asset Management Fee.” The Asset Management Fee as defined in Section 9(a) hereof.     “Average Equity Value.” The equity portion of the aggregate purchase price paid byCPA: 17 for an Investment, *provided*that, if (1) a later Appraised Value is obtained for theInvestment, that later Appraised Value, adjusted for other net assets and liabilities that haveeconomic value and are associated with that Investment, shall become the basis for calculating theAverage Equity Market Value of the Investment, and (2) for Investments in securities that CPA: 17treats as available for sale under GAAP, the fair value of such securities as determined on amonthly basis as of the last day of each month or, if applicable, on the date the securities aredisposed of, shall be the basis for calculating the Average Equity Market Value of such securities.     “Average Invested Assets.” The average during any period of the aggregate book valueof CPA: 17’s Investments, before deducting reserves for depreciation, bad debts, impairments,amortization and all other non-cash reserves, computed by taking the average of such values at theend of each month during such period.     “Average Market Value.” The aggregate purchase price paid by CPA: 17 for anInvestment, *provided*that, if a later Appraised Value is obtained for the Investment, that laterAppraised Value, adjusted for other net assets and liabilities that have economic value and areassociated with that Investment, shall become the Average Market Value for the Investment .     “B Note.” A note representing a subordinated interest in a Loan secured by a firstmortgage on a Property.     “Board or Board of Directors.” The Board of Directors of CPA: 17.
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     “Bylaws.” The bylaws of CPA: 17.     “Cash from Financings.” Net cash proceeds realized by CPA: 17 from the financing ofInvestments or the refinancing of any indebtedness of CPA: 17.     “Cash from Sales.” Net cash proceeds realized by CPA: 17 from the sale, exchange orother disposition of any of its Investments after deduction of all expenses incurred in connectiontherewith. Cash from Sales shall not include Cash from Financings.     “Cash from Sales and Financings.” The total sum of Cash from Sales and Cash fromFinancings.     “Cause.” With respect to the termination of this Agreement, fraud, criminal conduct,willful misconduct or willful or negligent breach of fiduciary duty by the Advisor that, in eachcase, is determined by a majority of the Independent Directors to be materially adverse to CPA: 17,or a breach of a material term or condition of this Agreement by the Advisor and the Advisor hasnot cured such breach within 30 days of written notice thereof or, in the case of any breach thatcannot be cured within 30 days by reasonable effort, has not taken all necessary action within areasonable time period to cure such breach.     “Change of Control.” A change of control of CPA: 17 of a nature that would berequired to be reported in response to the disclosure requirements of Schedule 14A of Regulation14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),as enacted and in force on the date hereof, whether or not CPA: 17 is then subject to suchreporting requirements; *provided*, *however*, that, without limitation, a Change of Control shall bedeemed to have occurred if: (i) any “person” (within the meaning of Section 13(d) of the ExchangeAct, as enacted and in force on the date hereof) is or becomes the “beneficial owner” (as that termis defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) ofsecurities of CPA: 17 representing 8.5% or more of the combined voting power of CPA: 17’ssecurities then outstanding; (ii) there occurs a merger, consolidation or other reorganization ofCPA: 17 which is not approved by the Board; (iii) there occurs a sale, exchange, transfer or otherdisposition of substantially all of the assets of CPA: 17 to another entity, which disposition isnot approved by the Board; or (iv) there occurs a contested proxy solicitation of the Shareholdersof CPA: 17 that results in the contesting party electing candidates to a majority of the Board’spositions next up for election.     “Closing Date.” The first date on which Shares were issued pursuant to an Offering.     “Code.” Internal Revenue Code of 1986, as amended.     “Competitive Real Estate Commission.” The real estate or brokerage commission paidfor the purchase or sale of a Property that is reasonable, customary and competitive in light ofthe size, type and location of the Property.     “Construction Fee.” A fee or other remuneration for acting as general contractorand/or construction manager to construct improvements, supervise and coordinate projects or toprovide major repairs or rehabilitation on a Property.     “Contract Purchase Price.” The amount actually paid for, or allocated to, thepurchase, development, construction or improvement of an Investment or, in the case of anoriginated Loan, the principal amount of such Loan, exclusive, in each case, of Acquisition Feesand Acquisition Expenses.     “Contract Sales Price.” The total consideration received by CPA: 17 for the sale of aProperty.
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     “CPA: 17.” Corporate Property Associates 17 – Global Incorporated together with itsconsolidated subsidiaries, including the Operating Partnership, unless in the context of aparticular reference, it is clear that such reference refers to Corporate Property Associates 17 –Global Incorporated excluding its consolidated subsidiaries. Unless the context otherwiserequires, any reference to financial measures of CPA: 17 shall be calculated by reference to theconsolidated financial statements of CPA: 17 and its subsidiaries, including, without limitation,the Operating Partnership, prepared in accordance with GAAP.     “Cumulative Return.” For the period for which the calculation is being made, thepercentage resulting from dividing (A) the total Distributions for such period (not includingDistributions out of Cash from Sales and Financings), by (B) the product of (i) either (x) untilsuch time as CPA: 17 has invested 90% of the net proceeds of CPA: 17’s initial Offering (excludingnet proceeds from the sale of Shares pursuant to CPA: 17’s distribution reinvestment program), theaverage Adjusted Investor Capital for such period (calculated on a daily basis) or (y) from andafter such time as CPA: 17 has invested 90% of the net proceeds of CPA: 17’s initial Offering(excluding net proceeds from the sale of Shares pursuant to CPA: 17’s distribution reinvestmentprogram), the net proceeds from the sale of Shares (excluding net proceeds from the sale of Sharespursuant to CPA: 17’s distribution reinvestment program), as adjusted for Redemptions other thanRedemptions intended to qualify as a liquidity event for purposes of this Agreement, and by anyother Distributions on or prior to such date determined by the Board to be from Cash from Sales andFinancings, and (ii) the number of years (including fractions thereof) elapsed during such period.Notwithstanding the foregoing, neither the Shares received by the Advisor or its Affiliates for anyconsideration other than cash, nor the Distributions in respect of such Shares, shall be includedin the foregoing calculation.     “Development Fee.” A fee for the packaging of a Property including negotiating andapproving plans, and undertaking to assist in obtaining zoning and necessary variances andnecessary financing for the specific Property, either initially or at a later date.     “Directors.” The persons holding such office, as of any particular time, under theArticles of Incorporation, whether they be the directors named therein or additional or successordirectors.     “Distributions.” Distributions declared by the Board.     “GAAP.” Generally accepted accounting principles in the United States.     “Good Reason.” With respect to the termination of this Agreement, (i) any failure toobtain a satisfactory agreement from any successor to CPA: 17 or the Operating Partnership toassume and agree to perform CPA: 17’s or the Operating Partnership’s, as applicable, obligationsunder this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever byCPA: 17 or the Operating Partnership; *provided*that (a) such breach is of a material term orcondition of this Agreement and (b) CPA: 17 or the Operating Partnership, as applicable, has notcured such breach within 30 days of written notice thereof or, in the case of any breach thatcannot be cured within 30 days by reasonable effort, has not taken all necessary action within areasonable time period to cure such breach.     “Gross Offering Proceeds.” The aggregate purchase price of Shares sold in anyOffering.     “Independent Appraiser.” A qualified appraiser of real estate as determined by theBoard, who is not affiliated, directly or indirectly, with CPA: 17, the Advisor or their respectiveAffiliates. Membership in a nationally recognized appraisal society such as the American Instituteof Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence ofsuch qualification.
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     “Independent Director.” A Director of CPA: 17 who meets the criteria for anIndependent Director specified in the Bylaws.     “Individual.” Any natural person and those organizations treated as natural personsin Section 542(a) of the Code.     “Initial Acquisition Fee.” Any fee or commission (including any interest thereon)paid by the Operating Partnership to the Advisor or, with respect to Section 9(d) or 9(f), by theOperating Partnership to any party, in connection with the making of an Investment or thedevelopment or construction of Properties by CPA: 17. A Development Fee or a Construction Fee paidto a Person not affiliated with the Sponsor in connection with the actual development orconstruction of a project after acquisition of the Property by CPA: 17 shall not be deemed anInitial Acquisition Fee. Initial Acquisition Fees include, but are not limited to, any real estatecommission, selection fee, development fee or construction fee (other than as described above),non-recurring management fees, loan fees, points or any fee of a similar nature, howeverdesignated. Initial Acquisition Fees include Subordinated Acquisition Fees unless the contextotherwise requires. Initial Acquisition Fees shall not include Acquisition Expenses.     “Initial Investor Capital.” The total amount of capital invested from time to time byShareholders (computed at the Original Issue Price per Share), excluding any Shares received by theAdvisor or its Affiliates for any consideration other than cash.     “Investment.” means an investment made by CPA: 17, directly or indirectly, in aProperty, Loan or Other Permitted Investment Asset.     “Loans.” The notes and other evidences of indebtedness or obligations acquired,originated or entered into, directly or indirectly, by CPA: 17 as lender, noteholder, participant,note purchaser or other capacity, including but not limited to first or subordinate mortgage loans,construction loans, development loans, loan participations, B notes, loans secured by capital stockor any other assets or form of equity interest and any other type of loan or financial arrangement,such as providing or arranging for letters of credit, providing guarantees of obligations to thirdparties, or providing commitments for loans. The term “Loans” shall not include leases which arenot recognized as leases for Federal income tax reporting purposes.     “Loan Refinancing Fee.” A fee payable to the Advisor in respect of the refinancing ofa loan secured by an Investment.     “Long-Term Net Leased Property.” A Property subject to a Net Lease which has aremaining lease term of at least seven years (or is otherwise subject to terms the effect of whichis that there is a reasonable likelihood that the lease will have a remaining term of at leastseven years as a result of the exercise of options or otherwise) at the date such Property isacquired or developed by CPA: 17, including Net Leased Properties accounted for under the equitymethod of accounting.     “Market Value.” The value calculated by multiplying the total number of outstandingShares by the average closing price of the Shares over the 30 trading days beginning 180 calendardays after the Shares are first listed on a national security exchange or included for quotation onNasdaq, as the case may be.     “Nasdaq.” The national automated quotation system operated by the NationalAssociation of Securities Dealers, Inc.
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     “Net Lease.” A lease pursuant to which the tenant is required to pay substantiallyall of the costs associated with operating and maintaining the Property.     “Offering.” The offering of Shares pursuant to a Prospectus.     “Operating Expenses.” All consolidated operating, general and administrative expensespaid or incurred by CPA: 17, as determined under GAAP, except the following (insofar as they wouldotherwise be considered operating, general and administrative expenses under GAAP): (i) interestand discounts and other cost of borrowed money; (ii) taxes (including state, Federal and foreignincome tax, property taxes and assessments, franchise taxes and taxes of any other nature); (iii)expenses of raising capital, including Organization and Offering Expenses, printing, engraving, andother expenses, and taxes incurred in connection with the issuance and distribution of CPA: 17’sShares and Securities; (iv) Acquisition Expenses, real estate commissions on resale of property andother expenses connected with the acquisition, disposition, origination, ownership and operation ofInvestments, including the costs of foreclosure, insurance premiums, legal services, brokerage andsales commissions, and the maintenance, repair and improvement of property; (v) Acquisition Fees orSubordinated Disposition Fees payable to the Advisor or any other party; (vi) distributions paid bythe Operating Partnership to the Special General Partner under the agreement of limited partnershipof the Operating Partnership in respect of gains realized on dispositions of Investments; (vii)amounts paid to effect a redemption or repurchase of the special general partner interest held bythe Special General Partner pursuant to the agreement of limited partnership of the OperatingPartnership; and (viii) non-cash items, such as depreciation, amortization, depletion, andadditions to reserves for depreciation, amortization, depletion, losses and bad debts.Notwithstanding anything herein to the contrary, Operating Expenses shall include the AssetManagement Fee and any Loan Refinancing Fee and, solely for the purposes of determining compliancewith the 2%/25% Guidelines, distributions of profits and cash flow made by the OperatingPartnership to the Special General Partner pursuant to the agreement of limited partnership of theOperating Partnership, other than distributions described in clauses (vi) and (vii) of thisdefinition.     “Operating Partnership.” CPA: 17 Limited Partnership, a Delaware limited partnership.     “Organization and Offering Expenses.” Those expenses payable by CPA: 17 and theOperating Partnership in connection with the formation, qualification and registration of CPA: 17and in marketing and distributing Shares, including, but not limited to: (i) the preparation,printing, filing and delivery of any registration statement or Prospectus and the preparing andprinting of contractual agreements among CPA: 17, the Operating Partnership and the Sales Agent andthe Selected Dealers (including copies thereof); (ii) the preparing and printing of the Articles ofIncorporation and Bylaws, solicitation material and related documents and the filing and/orrecording of such documents necessary to comply with the laws of the State of Maryland for theformation of a corporation and thereafter for the continued good standing of a corporation; (iii)the qualification or registration of the Shares under state securities or “Blue Sky” laws; (iv) anyescrow arrangements, including any compensation to an escrow agent; (v) the filing fees payable tothe SEC and to the National Association of Securities Dealers, Inc.; (vi) reimbursement for thereasonable and identifiable out-of-pocket expenses of the Sales Agent and the Selected Dealers,including the cost of their counsel; (vii) the fees of CPA: 17’s counsel; (viii) all advertisingexpenses incurred in connection with an Offering, including the cost of all sales literature andthe costs related to investor and broker-dealer sales and information meetings and marketingincentive programs; and (ix) selling commissions, selected dealer fees, marketing fees, incentivefees, due diligence fees and wholesaling fees incurred in connection with the sale of the Shares.     “Original Issue Price.” For any Share issued in an Offering, the price at which suchShare was initially offered to the public by CPA: 17, regardless of whether selling commissionswere paid in connection with the purchase of such Share from CPA: 17.
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     “Other Permitted Investment Asset.” An asset, other than cash, cash equivalents,short term bonds, auction rate securities and similar short term investments, acquired by CPA: 17for investment purposes that is not a Loan or a Property and is consistent with the investmentobjectives and policies of CPA: 17.     “Person.” An Individual, corporation, partnership, joint venture, association,company, trust, bank, or other entity, or government or any agency or political subdivision of agovernment.     “Preferred Return.” A Cumulative Return of five percent computed from the ClosingDate through the date as of which such amount is being calculated.     “Property or Properties.” CPA: 17’s partial or entire interest in real property(including leasehold interests) and personal or mixed property connected therewith. An Investmentwhich obligates CPA: 17 to acquire a Property will be treated as a Property for purposes of thisAgreement.     “Property Management Fee.” A fee for property management services rendered by theAdvisor or its Affiliates in connection with Properties acquired directly or through foreclosure.     “Prospectus.” Any prospectus pursuant to which CPA: 17 offers Shares in a publicoffering, as the same may at any time and from time to time be amended or supplemented after theeffective date of the registration statement in which it is included.     “Redemptions.” An amount determined by multiplying the number of Shares redeemed bythe Original Issue Price.     “REIT.” A real estate investment trust, as defined in Sections 856-860 of the Code.     “Sales Agent.” Carey Financial Corporation.     “Securities.” Any stock, shares (other than currently outstanding Shares andsubsequently issued Shares), voting trust certificates, bonds, debentures, notes or other evidencesof indebtedness, secured or unsecured, convertible, subordinated or otherwise or in general anyinstruments commonly known as “securities” or any certificate of interest, shares or participationin temporary or interim certificates for receipts (or, guarantees of, or warrants, options orrights to subscribe to, purchase or acquire any of the foregoing), which subsequently may be issuedby CPA: 17.     “Selected Dealers.” Broker-dealers who are members of the National Association ofSecurities Dealers, Inc. and who have executed an agreement with the Sales Agent in which theSelected Dealers agree to participate with the Sales Agent in the Offering.     “Shareholders.” Those Persons who, at the time any calculation hereunder is to bemade, are shown as holders of record of Shares on the books and records of CPA: 17.     “Share Market Value.” The value calculated by multiplying the total number ofoutstanding Shares by the average closing price of the Shares over the 30 trading days beginning180 calendar days after the Shares are first listed on a national security exchange or included forquotation on Nasdaq, as the case may be.     “Shares.” All of the shares of common stock of CPA: 17, $.001 par value, and anyother shares of common stock of CPA: 17.
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     “Special General Partner.” W. P. Carey Holdings, LLC and any permitted transferee ofthe special general partnership interest under the agreement of limited partnership of theOperating Partnership.     “Sponsor.” W. P. Carey & Co. LLC and any other Person directly or indirectlyinstrumental in organizing, wholly or in part, CPA: 17 or any person who will control, manage orparticipate in the management of CPA: 17, and any Affiliate of any such person. Sponsor does notinclude a person whose only relationship to CPA: 17 is that of an independent property manager andwhose only compensation is as such. Sponsor also does not include wholly independent third partiessuch as attorneys, accountants and underwriters whose only compensation is for professionalservices.     “Subordinated Acquisition Fee.” The Subordinated Acquisition Fee as defined inSection 9(c) hereof.     “Subordinated Disposition Fee.” The Subordinated Disposition Fee as defined inSection 9(f) hereof.     “Termination Date.” The effective date of any termination of this Agreement.     “Total Investment Cost.” With regard to any Investment, an amount equal to the sum ofthe Contract Purchase Price of such Investment plus the Acquisition Fees and Acquisition Expensespaid in connection with such Investment.     2. Appointment. CPA: 17 hereby appoints the Advisor to serve as its advisor on theterms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.     3. Duties of the Advisor. The Advisor undertakes to use its best efforts to presentto CPA: 17 potential investment opportunities and to provide a continuing and suitable investmentprogram consistent with the investment objectives and policies of CPA: 17 as determined and adoptedfrom time to time by the Board. In performance of this undertaking, subject to the supervision ofthe Board and consistent with the provisions of the Articles of Incorporation and Bylaws of CPA: 17and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or byengaging an Affiliate:     (a) serve as CPA: 17’s investment and financial advisor and provide research andeconomic and statistical data in connection with CPA: 17’s assets and investment policies;     (b) provide the daily management of CPA: 17 and perform and supervise the variousadministrative functions reasonably necessary for the management of CPA: 17;     (c) investigate, select, and, on behalf of CPA: 17, engage and conduct business withsuch Persons as the Advisor deems necessary to the proper performance of its obligationshereunder, including but not limited to consultants, accountants, correspondents, lenders,technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,depositaries, custodians, agents for collection, insurers, insurance agents, banks,builders, developers, property owners, mortgagors, and any and all agents for any of theforegoing, including Affiliates of the Advisor, and Persons acting in any other capacitydeemed by the Advisor necessary or desirable for the performance of any of the foregoingservices, including but not limited to entering into contracts in the name of CPA: 17 withany of the foregoing;     (d) consult with Directors of CPA: 17 and assist the Board in the formulation andimplementation of CPA: 17’s policies, and furnish the Board with such information, adviceand
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recommendations as they may request or as otherwise may be necessary to enable them todischarge their fiduciary duties with respect to matters coming before the Board;     (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze andselect potential Investments; (ii) structure and negotiate the terms and conditions oftransactions pursuant to which Investments will be made, purchased or acquired by CPA: 17;(iii) make Investments on behalf of CPA: 17; (iv) arrange for financing and refinancing of,make other changes in the asset or capital structure of, dispose of, reinvest the proceedsfrom the sale of, or otherwise deal with the Investments; and (v) enter into leases andservice contracts for Properties and, to the extent necessary, perform all other operationalfunctions for the maintenance and administration of such Properties;     (f) provide the Board with periodic reports regarding prospective Investments and withperiodic reports, no less than quarterly, of new Investments made during the prior fiscalquarter, which reports shall include information regarding the type of each Investment made(in the categories provided in Section 9);     (g) obtain the prior approval of the Board (including a majority of the IndependentDirectors) for any and all investments in Property which do not meet all of the requirementsset forth in Section 4(b) hereof;     (h) negotiate on behalf of CPA: 17 with banks or lenders for loans to be made to CPA:17, and negotiate on behalf of CPA: 17 with investment banking firms and broker-dealers ornegotiate private sales of Shares and Securities or obtain loans for CPA: 17, but in noevent in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and*provided*, *further*, that any fees and costs payable to third parties incurred by the Advisorin connection with the foregoing shall be the responsibility of CPA: 17;     (i) obtain reports (which may be prepared by the Advisor or its Affiliates), whereappropriate, concerning the value of Investments or contemplated Investments;     (j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring,managing and disposing of Investments, including, but not limited to: (i) the negotiation,making and servicing of Investments; (ii) the disbursement and collection of Company monies;(iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) thehandling, prosecuting and settling of any claims of or against CPA: 17, including, but notlimited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;     (k) from time to time, or at any time reasonably requested by the Board, make reportsto the Board of its performance of services to CPA: 17 under this Agreement;     (l) communicate on behalf of CPA: 17 with Shareholders as required to satisfy thereporting and other requirements of any governmental bodies or agencies to Shareholders andthird parties and otherwise as requested by CPA: 17;     (m) provide or arrange for administrative services and items, legal and other services,office space, office furnishings, personnel and other overhead items necessary andincidental to CPA: 17’s business and operations;     (n) provide CPA: 17 with such accounting data and any other information requested byCPA: 17 concerning the investment activities of CPA: 17 as shall be required to prepare andto
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file all periodic financial reports and returns required to be filed with theSecurities and Exchange Commission and any other regulatory agency, including annualfinancial statements;     (o) maintain the books and records of CPA: 17;     (p) supervise the performance of such ministerial and administrative functions as maybe necessary in connection with the daily operations of the Investments;     (q) provide CPA: 17 with all necessary cash management services;     (r) do all things necessary to assure its ability to render the services described inthis Agreement;     (s) perform such other services as may be required from time to time for management andother activities relating to the assets of CPA: 17 as the Advisor shall deem advisable underthe particular circumstances;     (t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to ormaintain on behalf of CPA: 17 copies of, all appraisals obtained in connection withinvestments in Properties and Loans; and     (u) if a transaction, proposed transaction or other matter requires approval by theBoard or by the Independent Directors, deliver to the Board or the Independent Directors, asthe case may be, all documentation reasonably requested by them to properly evaluate suchtransaction, proposed transaction or other matter.     4. Authority of Advisor.     (a) Pursuant to the terms of this Agreement (and subject to the restrictions includedin Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof), and subject tothe continuing and exclusive authority of the Board over the management of CPA: 17, theBoard hereby delegates to the Advisor the authority to: (1) locate, analyze and selectInvestment opportunities; (2) structure the terms and conditions of transactions pursuant towhich Investments will be made or acquired for CPA: 17; (3) make or acquire Investments incompliance with the investment objectives and policies of CPA: 17; (4) arrange for financingor refinancing, or make changes in the asset or capital structure of, and dispose of orotherwise deal with, Investments; (5) enter into leases and service contracts forProperties, and perform other property level operations; (6) oversee non-affiliated propertymanagers and other non-affiliated Persons who perform services for CPA: 17; and (7)undertake accounting and other record-keeping functions at the Investment level.     (b) The consideration paid for an Investment acquired by CPA: 17 shall ordinarily bebased on the fair market value thereof. Consistent with the foregoing provision, theAdvisor may, without further approval by the Board (except with respect to transactionssubject to paragraphs (c) and (d)) invest on behalf of CPA: 17 in an Investment so long as,in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment doesnot exceed the fair market value thereof, and in the case of an Investment that is aProperty, shall in no event exceed the Appraised Value of such Property and (ii) theInvestment, in conjunction with CPA: 17’s other investments and proposed investments, at thetime CPA: 17 is committed to purchase or originate the Investment, is reasonably expected tofulfill CPA: 17’s investment objectives and policies as established by the Board and then ineffect. For purposes of the foregoing, Total Investment Cost
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shall be measured at the date the Investment is made and shall exclude futurecommitments to fund improvements. Investments not meeting the foregoing criteria must beapproved in advance by the Board.     (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisorshall not cause CPA: 17 to make Investments that do not comply with Article VIII(Restrictions on Investments and Activities) and related sections of the Bylaws.     (d) The prior approval of the Board, including a majority of the Independent Directorsand a majority of the Directors not interested in the transaction, will be required for:(i) Investments made through co-investment or joint venture arrangements with the Sponsor,the Advisor or any of their Affiliates; (ii) Investments which are not contemplated by theterms of a Prospectus; (iii) transactions that present issues which involve conflicts ofinterest for the Advisor or an Affiliate (other than conflicts involving the payment of feesor the reimbursement of expenses); (iv) the lease of assets to the Sponsor, any Director,the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment fromor to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor toprovide services to CPA: 17 not expressly contemplated by this Agreement and the terms ofsuch services by such Affiliate. In addition, the Advisor shall comply with any furtherapproval requirements set forth in the Bylaws.     (e) The Board may, at any time upon the giving of notice to the Advisor, modify orrevoke the authority set forth in this Section 4. If and to the extent the Board somodifies or revokes the authority contained herein, the Advisor shall henceforth comply withsuch modification or revocation, *provided however*, that such modification or revocationshall be effective upon receipt by the Advisor and shall not be applicable to investmenttransactions to which the Advisor has committed CPA: 17 prior to the date of receipt by theAdvisor of such notification.     5. Bank Accounts. The Advisor may establish and maintain one or more bank accounts inits own name for the account of CPA: 17 or in the name of CPA: 17 and may collect and deposit intoany such account or accounts, and disburse from any such account or accounts, any money on behalfof CPA: 17, *provided*that no funds shall be commingled with the funds of the Advisor; and theAdvisor shall from time to time render appropriate accountings of such collections and payments tothe Board and to the auditors of CPA: 17.     6. Records; Access. The Advisor shall maintain appropriate records of all itsactivities hereunder and make such records available for inspection by the Board and by counsel,auditors and authorized agents of CPA: 17, at any time or from time to time during normal businesshours. The Advisor shall at all reasonable times have access to the books and records of CPA: 17.     7. Limitations on Activities. Anything else in this Agreement to the contrarynotwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment madein good faith, would adversely affect the status of CPA: 17 as a REIT or of the OperatingPartnership as a partnership for Federal income tax purposes, subject CPA: 17 or the OperatingPartnership to regulation under the Investment Company Act of 1940, would violate any law, rule,regulation or statement of policy of any governmental body or agency having jurisdiction over CPA:17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation orBylaws or agreement of limited partnership of the Operating Partnership, except if such actionshall be ordered by the Board, in which case the Advisor shall notify promptly the Board of theAdvisor’s judgment of the potential impact of such action and shall refrain from taking such actionuntil it receives further clarification or instructions
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from the Board. In such event the Advisor shall have no liability for acting in accordancewith the specific instructions of the Board so given.     (a) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officersand employees, and partners, shareholders, directors and officers of the Advisor’sshareholders and Affiliates of any of them, shall not be liable to CPA: 17, the OperatingPartnership or to the Directors or Shareholders for any act or omission by the Advisor, itsshareholders, directors, officers and employees, or partners, shareholders, directors orofficers of the Advisor’s shareholders and Affiliates of any of them if the followingconditions are met:     (i) The Advisor, its shareholders, directors, officers and employees, andpartners, shareholders, directors and officers of the Advisor’s shareholders andAffiliates of any of them have determined, in good faith, that the course of conductwhich caused the loss or liability was in the best interests of CPA: 17;     (ii) The Advisor, its shareholders, directors, officers and employees, andpartners, shareholders, directors and officers of the Advisor’s shareholders andAffiliates of any of them were acting on behalf of or performing services for CPA:17; and     (iii) Such liability or loss was not the result of negligence or misconduct bythe Advisor, its shareholders, directors, officers and employees, and partners,shareholders, directors and officers of the Advisor’s shareholders or Affiliates ofany of them.     (b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not beindemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expensesarising from or out of the alleged violation of federal or state securities laws unless oneor more of the following conditions are met:     (i) There has been a successful adjudication on the merits of each countinvolving alleged securities law violations as to the particular indemnitee;     (ii) Such claims have been dismissed with prejudice on the merits by a court ofcompetent jurisdiction as to the particular indemnitee; or     (iii) A court of competent jurisdiction approves a settlement of the claimsagainst a particular indemnitee and finds that indemnification of the settlement andthe related costs should be made, and the court considering the request forindemnification has been advised of the position of the Securities and ExchangeCommission and of the published position of any state securities regulatoryauthority in which securities of CPA: 17 were offered or sold as to indemnificationfor violation of securities laws.     (c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or itsAffiliates for legal expenses and other costs incurred as a result of any legal action forwhich indemnification is being sought only if all of the following conditions are satisfied:     (i) The legal action relates to acts or omissions with respect to theperformance of duties or services on behalf of CPA: 17;
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     (ii) The legal action is initiated by a third party who is not a Shareholder orthe legal action is initiated by a Shareholder acting in his or her capacity as suchand a court of competent jurisdiction specifically approves such advancement; and     (iii) The Advisor or the Affiliate undertakes to repay the advanced funds toCPA: 17, together with the applicable legal rate of interest thereon, in cases inwhich such Advisor or Affiliate is found not to be entitled to indemnification.     (d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnificationor be held harmless pursuant to this Section 7 for any activity which the Advisor shall berequired to indemnify or hold harmless CPA: 17 pursuant to Section 22.     (e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only outthe net assets of CPA: 17 and not from Shareholders.     8. Relationship with Directors. There shall be no limitation on any shareholder,director, officer, employee or Affiliate of the Advisor serving as a Director or an officer of CPA:17, except that no employee of the Advisor or its Affiliates who also is a Director or officer ofCPA: 17 shall receive any compensation from CPA: 17 for serving as a Director or officer other thanfor reasonable reimbursement for travel and related expenses incurred in attending meetings of theBoard; for the avoidance of doubt, the limitations of this Section 8 shall not apply to anycompensation paid by the Advisor or any Affiliate for which CPA: 17 reimbursed the Advisor orAffiliate in accordance with Section 10 hereof.     9. Fees.     (a) Asset Management Fee. (i) The Operating Partnership shall pay to theAdvisor as compensation for the advisory services rendered hereunder an asset management fee(the “Asset Management Fee”) in an amount equal to the percentage of the AverageEquity Market Value of an Investment as specified in the following table:   **Type of Investment** **Asset Management Fee**   Long-Term Net Leased Properties 0.50% of the Average Market Value   B Notes, mortgage backed securities andLoans 1.75% of the Average Equity Value   Investments in readily marketable realestate securities (other than B Notes,mortgage backed securities and Loans)purchased on the secondary market 1.50% of the Average Equity Value   All other Investments not described inthe foregoing categories, such asinterests in entities that own realestate or are engaged in real estaterelated businesses, short-term netleases and equity investments in realproperty 0.50% of the Average Market Value
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     (ii) The Asset Management Fee with respect to an Investment will be calculatedmonthly, beginning with the month in which CPA: 17 first makes the Investment, andshall be pro rated for the number of days during a month that CPA: 17 owns theInvestment. The aggregate Asset Management Fees calculated with respect to eachmonth shall be payable on the first business day following such month.     (b) Initial Acquisition Fee. (i) The Advisor may receive as partialcompensation for services rendered in connection with the investigation, selection,acquisition or origination (by purchase, investment or exchange) of any Investment, aninitial acquisition fee (an “Initial Acquisition Fee”) payable by the OperatingPartnership. The Initial Acquisition Fee payable to the Advisor in respect of an Investmentshall be payable at the time such Investment is acquired in an amount determined asspecified in the following table:   **Type of Investment** **Initial Acquisition Fee**   Long term Net Leased Properties 2.5% of the aggregate Total Investment Cost   B Notes, mortgage backedsecurities and Loans 1.0% of the sum of (x) the Average EquityValue, plus (y) the Acquisition Fees paidby CPA: 17 in respect of the Investment.   Investments in readilymarketable real estatesecurities (other than Bnotes, mortgage backedsecurities and Loans)purchased on the secondarymarket None   All other Investments notdescribed in the foregoingcategories, such as interestsin entities that own realestate or are engaged in realestate related businesses,short term net leases andequity investments in realproperty 1.75% of the sum of (x) the equity capitalinvested by CPA: 17 in the Investment plus(y) the Acquisition Fees paid by CPA: 17in respect of the Investment.     (ii) At the time an Investment is made, the Advisor shall determine the type ofInvestment, which shall be used for the purpose of calculating all fees duehereunder; it being understood that the Advisor shall use its reasonable judgment,based primarily upon the economic substance of an Investment, in determining theclassification of an Investment, *provided*, that in the event of any dispute, theIndependent Directors shall finally determine for all purposes the type ofInvestment.     (c) Subordinated Acquisition Fee. (i) In addition to the Initial AcquisitionFee described in Section 9(b) above, the Advisor may receive additional compensation inconnection with the investigation, selection, acquisition or origination (by purchase,investment or exchange) of Investments a Subordinated Acquisition Fee payable by theOperating Partnership to the Advisor or its Affiliates (the “Subordinated AcquisitionFee”). The total Subordinated Acquisition Fees payable shall be an amount determined asspecified in the following table:   **Type of Investment** **Subordinated Acquisition Fee**   Long term Net Leased Properties 2.0% of the aggregate Total Investment Cost.   All other Investments not