Common use of Payments to and Duties of Advisor Upon Termination Clause in Contracts

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination. (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoingUpon termination of this Agreement, if this Agreement is terminated by the Company for Cause, or by Listing has not occurred and the Advisor for other than Good Reasonhas met applicable performance standards, the Advisor shall be paid the Performance Fee in the amount equal to 10% of the amount by which (i) the Appraised Value of the Company’s assets on the date of termination of the Agreement, less any indebtedness secured by such assets, plus total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) the sum of 100% of Invested Capital plus an amount equal to the Stockholders’ 8% Return from inception through the Termination Date. The Performance Fee, to the extent payable at the time of Listing, will not be entitled to receive payable in the sums in Section 20(a) (ii) through (v)event the Subordinated Incentive Fee is paid. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany’s REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company’s assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor will not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. The Performance Fee, to the extent payable at the time of Listing, will not be paid in the event the Subordinated Incentive Fee is paid. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and LoansProperties, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (18) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, shall be paid in accordance with the provisions of Section 3.01(e). Upon termination, the SILF Note shall become immediately due and payable and shall be promptly paid by the Company. In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating following Listing, no Performance Fee will be paid to the management of any property prior Advisor pursuant to the termination of this AgreementSections 4.03(b) or (c) below. (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a Performance Fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) the sum of the aggregate Invested Capital plus the Stockholders’ 9% Return through the Termination Date. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of a Performance Fee equal to the sums in Section 20(aproduct of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) through (vthe sum of the aggregate Invested Capital plus the Stockholders’ 9% Return. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee Note owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Company. All other amounts If the Advisor and the Company are unable to agree upon an expert independent appraiser, then each of the Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid in a manner determined by final and binding on the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)parties. The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date cost of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) such appraisal shall be an amount which provides compensation to shared evenly between the Advisor only for that portion of Company and the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and take all reasonable actions requested by the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(g) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Mortgage Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees and Performance Fees payable to the Advisor prior to the Termination Datetermination of this Agreement; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonall unaccrued Subordinated Acquisition Fees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Datetermination of this Agreement; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; andtermination of this Agreement; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the termination of this Agreement; and (vi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 20(a)(i)-(vi), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") having a principal amount of the unpaid amount payable to the Advisor. (iib) through (v)If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the The Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as announced by The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date Bank of payment but without premium or penaltyNew York. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (i) such amount the Termination Fee multiplied by (ii) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this Subsection shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 9(j) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 17 shall be subject to the Excess Expenses Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization reimbursable expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition termination of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Datethis Agreement; and (vii) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee, (b) In the event this Agreement expires without the consent of the Advisor, or is terminated for any reason other than by the Advisor pursuant to Section 16(a) or Section 16(b), the Company shall, at the election of the Advisor or any of its Affiliates and at any time (and from time to time) after the effective date of such expiration or termination, purchase all earned but unpaid Property Management Fees or a portion of the OP Units held by the Advisor and Loan Refinancing Feesits Affiliates subject to Board approval and applicable law. The purchase price shall be paid in cash or, if anyat the election of the seller, Stock, and shall be payable to within 120 days after the Advisor or its Affiliates relating (as applicable) gives the Company written notice of its desire to sell all or a portion of the OP Units held by such Person to the management Company. The Company agrees to keep a sufficient number of any property prior authorized but unissued shares of Stock available for issuance pursuant to this Section 17(b) and shall issue shares of Stock as may be required hereunder. The purchase price of the OP Units sold to the termination Company pursuant to this Section 17(b) shall be (i) in the event the seller elects to receive cash, the Cash Amount the seller would receive under a redemption of this Agreement. (b) Notwithstanding such interests under Section 9.7 of the foregoing, if this Operating Partnership Agreement is terminated by assuming the Company paid cash for Causesuch redemption, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)in the event the seller elects to receive Stock, the REIT Stock Amount the seller would receive under a redemption of such interests under Section 9.7 of the Operating Partnership Agreement assuming the Company paid Stock for such redemption. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and LoansProperties, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 16 shall be subject to the Excess Expenses Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization reimbursable expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition termination of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Datethis Agreement; and (vii) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee Due Upon Listing. (b) In the event this Agreement expires without the consent of the Advisor, or is terminated for any reason other than by the Advisor pursuant to Section 15, the Company shall, at the election of the Advisor or any of its Affiliates and at any time (and from time to time) after the effective date of such expiration or termination, purchase all earned but unpaid Property Management Fees or a portion of the partnership interests held by the Advisor and Loan Refinancing Feesits Affiliates in the Operating Partnership, if anysubject to Board approval and applicable law. The purchase price shall be paid in cash or, at the election of the seller, Common Stock, and shall be payable to within 120 days after the Advisor or its Affiliates relating (as applicable) gives the Company written notice of its desire to sell all or a portion of the partnership interests of the Operating Partnership held by such Person to the management Company. The Company agrees to keep a sufficient number of any property prior authorized but unissued shares of Common Stock available for issuance pursuant to this Section 16(b) and shall issue shares of Common Stock as may be required hereunder. The purchase price of the partnership interests in the Operating Partnership sold to the termination Company pursuant to this Section 16(b) shall be (i) in the event the seller elects to receive cash, the amount the seller would receive under a redemption of this Agreement. (b) Notwithstanding such interests under the foregoing, if this Operating Partnership Agreement is terminated by assuming the Company paid cash for Causesuch redemption, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)in the event the seller elects to receive Common Stock, the amount of Common Stock the seller would receive under a redemption of such interests under the Operating Partnership Agreement assuming the Company paid Common Stock for such redemption. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and LoansReal Estate Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 10.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8.0% Return -14- from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board of Directors on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board of Directors based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 10.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board of Directors, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, or the value of the Successor Shares pursuant to Section 4.03(c) where the Successor Shares are not Listed, for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor's election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Successor. All other amounts If the Advisor and the Successor are unable to agree upon an expert independent appraiser, then each of the Successor and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be final and binding on the parties. (e) Notwithstanding Sections 4.03 (b) and (c), in the event the Subordinated Incentive Listing Fee is paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (iii) deliver to the Board of Directors all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “"Note”"). The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable shall be paid in accordance with the provisions of Section 3.01(d). In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoingfollowing Listing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor no Performance Fee will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable paid to the Advisor pursuant to Section 20(a4.03(b) thatbelow. (b) Upon termination, irrespective unless such termination is by the Company because of a material breach of this Agreement by the Advisor, or upon Listing (in which case any Subordinated Incentive Listing Fee will be paid in accordance with the provisions of Section 3.01(d)), the Advisor shall be entitled to receive a Performance Fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) the sum of the termination, were payable on a current basis prior to aggregate Invested Capital plus the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after Stockholders’ 10% Return through the Termination Date. All other amounts Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall be repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in a manner determined by full, with interest. If the Board, but Performance Fee Note has not been paid in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. In no less than twelve equal quarterly installments and (iii) bearing a fairevent will the amount paid to the Advisor under the Performance Fee Note, competitive and commercially including interest, exceed the amount considered presumptively reasonable interest rate under Section IV.F. of the NASAA Guidelines (the “NoteNASAA Limit”). The In such event, the aggregate amount payable under the Performance Fee Note, if anyincluding interest, may shall be prepaid by the Operating Partnership at any time prior reduced to maturity with accrued interest an amount equal to the date NASAA Limit. (c) In the event that the Advisor disagrees with the valuation of payment but without premium or penalty. Notwithstanding Shares pursuant to Section 4.03(b) where the foregoingShares are not Listed, any amounts that relate for purposes of determining the number of shares to Investments (i) shall be an amount which provides compensation issued to the Advisor only for that portion following the Advisor’s election to convert the balance of the holding period for Performance Fee Note owed to the respective Investments during which Advisor, then the fair market value of such shares shall be determined by an independent appraiser of equity value selected by the Advisor provided services and the Company. If the Advisor and the Company are unable to CPA: 17agree upon an expert independent appraiser, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion then each of the amount Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid as each Investment owned by CPA: 17 final and binding on the Termination Date is soldparties. The portion cost of such amount payable upon each such sale appraisal shall be equal to (i) such amount multiplied by (ii) shared evenly between the percentage calculated by dividing Company and the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and take all reasonable actions requested by the Company to provide an orderly management transitiontransition of the advisory function.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 19 shall be subject to Section 13 to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, Upon or by the Advisor for other than Good Reasonafter a Termination Event, the Advisor will not may be entitled to receive payment of the sums Subordinated Share of Net Sales Proceeds or the Subordinated Incentive Fee, as follows. The applicable Incentive Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Incentive Fee shall be calculated and paid in the manner of the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Incentive Fee shall be calculated and paid in the manner of the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Incentive Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CHP II Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Incentive Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Incentive Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive an Incentive Fee under this Section 19(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholders in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the effective date of such Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable. (b) Notwithstanding the foregoing, if Upon termination or non-renewal of this Agreement is terminated by the Company for with or without Cause, or by the Advisor for other than Good Reason, the Advisor (in its capacity as special limited partner of the Operating Partnership), will not be entitled to receive the sums a Subordinated Distribution Upon Termination in Section 20(a) (ii) through (v). (c) Any and all amounts payable an amount equal to the Advisor pursuant to Section 20(a) that, irrespective sum of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon 15.0% of the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Noteamount, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments which (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (iiA) the percentage calculated by dividing sum of (1) the fair market value (at determined by appraisals as of the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Company’s Investments owned by CPA: 17 on the Termination Date, less (2) any loans secured by such Investments, plus (3) the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, less (4) any amounts distributable as of the Termination Date to limited partners of the Operating Partnership who received Operating Partnership units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of the Total Investment Amount through the Termination Date plus the total amount of cash paid to Stockholders who purchased Shares in the Public Offering on or prior to the Termination Date that provided such Stockholders, on an aggregate basis, an amount equal to the Stockholders’ 6.0% Return from inception through the Termination Date to such Stockholders, less (ii) any prior payments to the Advisor as the special limited partner of the Operating Partnership of the Subordinated Participation in Net Sale Proceeds or the Subordinated Incentive Listing Distribution, as applicable. The Company shall pay such Subordinated Distribution Upon Termination at such time as the Company completes the first Sale after the Termination Date; provided, however, the Advisor may elect to defer its right to receive the Subordinated Distribution Upon Termination until either a Listing or other liquidity event including a Final Liquidity Event (regardless of the form in which such sale shall occur). Payment shall be made from the net sale proceeds of such Sale, and the next successive Sales, until the Subordinated Distribution Upon Termination is paid in full. The Subordinated Distribution Upon Termination may be paid in the form of Shares, cash, a promissory note, or any combination of the foregoing. (dc) The Advisor shall promptly upon termination.: (i) pay over to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansall Investments, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) reasonably cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if a majority of the Board of Directors, including a majority of the Independent Directors, determines that the Advisor has met satisfactory performance standards when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities. If Listing has not occurred, the Performance Fee, if any, shall equal 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 9% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination, other than the Performance Fee, shall be evidenced by a promissory note and shall be payable from time to time as negotiated by the Company and the Advisor but in no event longer than in equal monthly payments of principal and interest over two years from the date of the promissory note. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest at the end of each calendar quarter occurring after the Termination Date on the unpaid balance; provided, competitive and commercially reasonable interest rate (however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs before the Termination Date, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 3.01(f) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 16 the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company CPA: 16 for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 16 or the Operating Partnership LLC or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership LLC at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 1716, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 16 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 16 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 16 on the Termination Date. (d) The Advisor shall promptly upon termination. (i) pay over to the Operating Partnership LLC all money collected and held for the account of CPA: 17 16 pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 16 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 16 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 18 the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company CPA: 18 for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 18 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 1718, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 18 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 18 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 18 on the Termination Date. (d) The Advisor shall promptly upon termination. (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 18 pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 18 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 18 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Macquarie Global Growth Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value, (exclusive of the amount of any cash consideration included in the calculation thereof) such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the termination date to limited partners of the Partnership who receive Partnership units, including Class B units distributable to the Advisor, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 6.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Performance Fee until either a Listing or other liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 6.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany’s REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company’s assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(g) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. The Performance Fee, to the extent payable at the time of Listing, will not be payable in the event the Subordinated Incentive Fee is paid. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Loans, and Loansother Permitted Investments, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonFees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “"Note”"). The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. For purposes of the Termination Fee, the fair value of any Property shall be its Appraised Value. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (18) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 CWI the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company CWI for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in this Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) hereof that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 CWI or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (iA) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17CWI, (iiB) shall not be due and payable until the Property, Loan or Other Permitted Investment Asset to which such amount relates is sold or refinanced, and (iiiC) shall not bear interest until the Property, Loan or Other Permitted Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 CWI on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (iX) such amount multiplied by (iiY) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 CWI divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 CWI on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 CWI pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties the Properties, Loans, and LoansOther Permitted Investment Assets, and documents of CPA: 17 CWI then in the custody of the Advisor; and (iv) cooperate with CPA: 17 CWI to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Datetermination of this Agreement; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonall unaccrued Subordinated Acquisition Fees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Datetermination of this Agreement; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; andtermination of this Agreement; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the termination of this Agreement; and (vi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 20(a)(i)-(vi), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") having a principal amount of the unpaid amount payable to the Advisor. (iib) through (v)If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the The Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as published in The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penaltyWall Street Journal. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (i) such amount the Termination Fee multiplied by (ii) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this Subsection shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 9(j) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the Termination Date of all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. The terms of the promissory notes shall be the same terms as set forth in Paragraph 9(f). (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany’s REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company’s assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(g) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. The Performance Fee, to the extent payable at the time of Listing, will not be payable in the event the Subordinated Incentive Fee is paid. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Loans, and Loansother Permitted Investments, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Global Income Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 CWI 2 the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company CWI 2 for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in this Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) hereof that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 CWI 2 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “"Note”"). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (iA) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17CWI 2, (iiB) shall not be due and payable until the Property, Loan or Other Permitted Investment Asset to which such amount relates is sold or refinanced, and (iiiC) shall not bear interest until the Property, Loan or Other Permitted Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 CWI 2 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (iX) such amount multiplied by (iiY) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 CWI 2 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 CWI 2 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 CWI 2 pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties the Properties, Loans, and LoansOther Permitted Investment Assets, and documents of CPA: 17 CWI 2 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 CWI 2 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, shall be paid in accordance with the provisions of Section 3.01(e). Upon termination, the SILF Note shall become immediately due and payable and shall be promptly paid by the Company. In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating following Listing, no Performance Fee will be paid to the management of any property prior Advisor pursuant to the termination of this AgreementSections 4.03(b) or (c) below. (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a Performance Fee payable in the form of an interest bearing promissory note (the "PERFORMANCE FEE NOTE") in a principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) the sum of the aggregate Invested Capital plus the Stockholders' 9% Return through the Termination Date. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of a Performance Fee equal to the sums in Section 20(aproduct of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) through (vthe sum of the aggregate Invested Capital plus the Stockholders' 9% Return. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor pursuant following the Advisor's election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee Note owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Company. All other amounts If the Advisor and the Company are unable to agree upon an expert independent appraiser, then each of the Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid in a manner determined by final and binding on the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)parties. The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date cost of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) such appraisal shall be an amount which provides compensation to shared evenly between the Advisor only for that portion of Company and the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the termination date to limited partners of the Partnership who receive operating partnership units, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Performance Fee until either a Listing or other liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Listing or Sale following such Termination Event and (i) in Section 20(a) the event of a Listing, shall be calculated in the same manner as the Subordinated Incentive Fee and (ii) in the case of a Sale, shall be calculated in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Macquarie Global Growth Advisors, LLC (the “Initial Effective Date”) to the date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Listing or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value or Listed equity Securities received by Stockholders in exchange for their Equity Shares priced at Market Value, such fee to be payable within thirty (v)30) days following final determination of the Performance Fee. (c) Any and all amounts payable to the The Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid entitled to receive all accrued but unpaid compensation and expense reimbursements in cash or Listed Equity Shares within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable shall be paid in accordance with the provisions of Section 3.01(e). In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating following Listing, no Performance Fee will be paid to the management of any property prior Advisor pursuant to the termination of this AgreementSections 4.03(b) below. (b) Notwithstanding the foregoingUpon termination, if this Agreement unless such termination is terminated by the Company for Causebecause of a material breach of this Agreement by the Advisor, or by upon Listing (in which case the Advisor for other than Good ReasonSubordinated Incentive Listing Fee will be paid in accordance with the provisions of Section 3.01(e)), the Advisor will not shall be entitled to receive a Performance Fee payable in the sums form of an interest bearing promissory note (the “Performance Fee Note”) in Section 20(aa principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective sum of the termination, were payable on a current basis prior to aggregate Invested Capital plus the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after Stockholders’ 10% Return through the Termination Date. All other amounts Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall be repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in a manner determined by full, with interest. If the Board, but Performance Fee Note has not been paid in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. In no less than twelve equal quarterly installments and (iii) bearing a fairevent will the amount paid to the Advisor under the Performance Fee Note, competitive and commercially including interest, exceed the amount considered presumptively reasonable interest rate under Section IV.F. of the NASAA REIT Guidelines in effect on the date hereof (the “NoteNASAA Limit”). The In such event, the aggregate amount payable under the Performance Fee Note, if anyincluding interest, may shall be prepaid by the Operating Partnership at any time prior reduced to maturity with accrued interest an amount equal to the date NASAA Limit. (c) In the event that the Advisor disagrees with the valuation of payment but without premium or penalty. Notwithstanding Shares pursuant to Section 4.03(b) where the foregoingShares are not Listed, any amounts that relate for purposes of determining the number of shares to Investments (i) shall be an amount which provides compensation issued to the Advisor only for that portion following the Advisor’s election to convert the balance of the holding period for Performance Fee Note owed to the respective Investments during which Advisor, then the fair market value of such shares shall be determined by an independent appraiser of equity value selected by the Advisor provided services and the Company. If the Advisor and the Company are unable to CPA: 17agree upon an expert independent appraiser, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion then each of the amount Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid as each Investment owned by CPA: 17 final and binding on the Termination Date is soldparties. The portion cost of such amount payable upon each such sale appraisal shall be equal to (i) such amount multiplied by (ii) shared evenly between the percentage calculated by dividing Company and the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. The Performance Fee, to the extent payable at the time of Listing, will not be payable in the event the Subordinated Incentive Fee is paid. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with Macquarie CNL Global Income Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the termination date to limited partners of the Partnership who receive operating partnership units, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Performance Fee until either a Listing or other liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the effective date of such Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansall Investments, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) reasonably cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition. (c) (i) Upon termination, unless such termination is by the Company because of (A) a material breach of this Agreement by the Advisor or (B) fraud, criminal conduct, willful misconduct, gross negligence or negligent breach of a fiduciary duty by the Advisor, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which the Enterprise Value on the Termination Date, plus the total Distributions paid by the Company through the Termination Date, exceeds Invested Capital plus an amount not less than the Stockholders’ 6.0% Return through the Termination Date. The Company shall, in its sole discretion, pay such Performance Fee in cash or Shares at the time of such termination. In the event the Company pays such Performance Fee in Shares, such Shares shall be issued at a price per Share as determined in the definition of Enterprise Value; provided that if the Shares are Listed at the time of termination, then the Enterprise Value shall be equal to the average closing price of the Shares over the 30 trading days immediately preceding the date of such election of the Shares. (ii) Notwithstanding Section 20(c)(i), the Performance Fee shall be reduced by the amount of any fees paid to the Advisor under Section 9(h)- (i) hereof but not below zero.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, or the value of the Successor Shares pursuant to Section 4.03(c) where the Successor Shares are not Listed, for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Successor. All other amounts If the Advisor and the Successor are unable to agree upon an expert independent appraiser, then each of the Successor and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be final and binding on the parties. (e) Notwithstanding sections 4.03 (b) and (c), in the event the Subordinated Incentive Listing Fee is paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Global Growth Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 9% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors on the Termination Date. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board of Directors based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board of Directors, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company's inception through the Termination Date, exceeds (ii) through (v). (c) Any and all amounts payable Invested Capital plus an amount equal to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to Stockholders' 9% Return from inception through the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedDate. The surviving entity in the Change of Control (the "Successor") shall pay such Performance Fee, shall be paid within 90 days with interest, at such time as the Surviving Entity completes the first Sale after the Termination Date. All other amounts Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at the rate of nine percent (9%) per annum. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in a manner determined by part with such Net Sales Proceeds, and in part from the BoardNet Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, but with interest. If the Performance Fee has not been paid in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if anyits successors or assigns, may be prepaid by elect to convert the Operating Partnership balance of the fee, including accrued but unpaid interest, into shares of common stock of the Successor ("Successor Shares") at any time prior a price per share equal to maturity with accrued interest to the average closing price of the Successor Shares over the ten trading days immediately preceding the date of payment such election if the Successor Shares are Listed at such time. If the Successor Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but without premium or penalty. Notwithstanding the foregoingunpaid interest, any amounts that relate to Investments (i) shall be an amount which provides compensation into Successor Shares at a price per share equal to the Advisor only for that portion fair market value of the holding period for Successor Shares, as determined in good faith by the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion board of directors of the amount shall be paid as each Investment owned by CPA: 17 Successor based upon the appraised value of the assets of the Successor on the Termination Date is sold. The portion date of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateelection. (d) In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, or the value of the Successor Shares pursuant to Section 4.03(c), where the Successor Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor following the Advisor's election to convert the balance of the Performance Fee owed to the Advisor, then the fair market value of such shares shall be determined by an independent appraiser of equity value selected by the Advisor and the Successor. If the Advisor and the Successor are unable to agree upon an expert independent appraiser, then each of the Successor and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be final and binding on the parties. (e) In the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Performance Fee will be paid to the Advisor. (f) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPAthe Corporation or the Operating Partnership within 30 days after the effective date of such termination: 17 the following: (i) subject to the limitations set forth in Paragraph 12 hereof and in the Charter, all unpaid reimbursements of expenses, including without limitation any Acquisition Expenses that have not been reimbursed to the Advisor as of the Termination Date pursuant to Paragraph 10(d) hereof and, subject to the limitation described in Paragraph 10(a)(i) hereof, any Organization and Offering Expenses and of Operating Expenses payable that have not been reimbursed to the Advisor; Advisor as of the Termination Date pursuant to Paragraph 10(c) hereof; and (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding In addition, in accordance with the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasonprovisions of Paragraph 12, the Advisor will not shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the sums in Section 20(aIndependent Directors determined (before or after the Termination Date) (ii) through (v)that there was justification based on unusual and nonrecurring factors. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of CPA: 17 the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (iii) deliver to the Board of Directors all assets, including Properties and Loans, Assets and documents of CPA: 17 the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (18) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Loans, and Loansother Permitted Investments, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(g) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Mortgage Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Distribution, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(d). (b) Notwithstanding the foregoing, if Upon termination or non-renewal of this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonAgreement, the Advisor will not shall be entitled to receive a payment of the sums in Section 20(aSubordinated Distribution Upon Termination of the Advisory Agreement equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the Termination Date to limited partners of the Partnership who receive Partnership units, exceeds (ii) through (v). (c) Any Invested Capital, less the portion of any distribution that is attributable to Net Sales Proceeds and all by any amounts payable paid by us to repurchase shares, plus an amount equal to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after Stockholders’ 6.0% Return from inception through the Termination Date. All The Company shall pay such Subordinated Distribution Upon Termination of the Advisory Agreement, with no interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Subordinated Distribution Upon Termination of the Advisory Agreement until either a Listing or other amounts liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Subordinated Distribution Upon Termination of the Advisory Agreement in full, then the Subordinated Distribution Upon Termination of the Advisory Agreement shall be paid in a manner determined by part with such Net Sales Proceeds, and in part from the Board, but Net Sales Proceeds from the next successive Sales until the Subordinated Distribution Upon Termination of the Advisory Agreement is paid in no event on terms less favorable to full. If the Advisor than those represented by a note (i) maturing upon Subordinated Distribution Upon Termination of the liquidation of CPA: 17 or the Operating Partnership or three Advisory Agreement has not been paid in full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if anyits successors or assigns, may be prepaid by elect to convert the Operating Partnership balance of the fee into Shares at any time prior a price per Share equal to maturity with accrued interest to the average closing price of the Shares over the ten trading days immediately preceding the date of payment but without premium such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or penalty. Notwithstanding assigns, may elect to convert the foregoing, any amounts balance of the fee into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) In the event that relate the Advisor disagrees with the valuation of Shares pursuant to Investments (iSection 4.03(b) shall where the Shares are not Listed for purposes of determining the number of Shares to be an amount which provides compensation issued to the Advisor only for that portion following the Advisor’s election to convert the balance of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion Subordinated Distribution Upon Termination of the amount Advisory Agreement owed to the Advisor, then the fair market value of such Shares shall be paid as each Investment owned determined by CPA: 17 on the Termination Date is sold. The portion an Independent Appraiser of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair equity value (at the Termination Date) of the Investment sold by CPA: 17 divided selected by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (d) Notwithstanding section 4.03 (b), in the event the Subordinated Incentive Listing Distribution is paid to the Advisor following Listing, no Subordinated Distribution Upon Termination of the Advisory Agreement will be paid to the Advisor. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured assets of the Company, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (18) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the Gross Proceeds raised from the initial effective date of the Agreement with CNL Properties Corp. (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the Gross Proceeds raised from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 18 shall be subject to the Excess Expenses Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization reimbursable expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition termination of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Datethis Agreement; and (vii) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. (b) In the event this Agreement expires without the consent of the Advisor, or is terminated for any reason other than by the Advisor pursuant to Section 17(a) or 17(b), the Company shall, at the election of the Advisor or any of its Affiliates and at any time (and from time to time) after the effective date of such expiration or termination, purchase all earned but unpaid Property Management Fees or a portion of the OP Units held by the Advisor and Loan Refinancing Feesits Affiliates subject to Board approval and applicable law. The purchase price shall be paid in cash or, if anyat the election of the seller, Common Stock, and shall be payable to within 120 days after the Advisor or its Affiliates relating (as applicable) gives the Company written notice of its desire to sell all or a portion of the OP Units held by such Person to the management Company. The Company agrees to keep a sufficient number of any property prior authorized but unissued shares of Common Stock available for issuance pursuant to this Section 18(b) and shall issue shares of Stock as may be required hereunder. The purchase price of the OP Units sold to the termination Company pursuant to this Section 18(b) shall be (i) in the event the seller elects to receive cash, the Cash Amount the seller would receive under a redemption of this Agreement. (bsuch interests under Section 8.5(b) Notwithstanding of the foregoing, if this Operating Partnership Agreement is terminated by assuming the Company paid cash for Causesuch redemption, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)in the event the seller elects to receive Common Stock, the REIT Shares Amount the seller would receive under a redemption of such interests under Section 8.5(b) of the Operating Partnership Agreement assuming the Company paid Common Stock for such redemption. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and LoansProperties, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transitiontransition of advisory functions.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Datetermination of this Agreement; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonall unaccrued Subordinated Acquisition Fees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Datetermination of this Agreement; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; andtermination of this Agreement; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the termination of this Agreement; and (vi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 20(a)(i)-(vi), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") having a principal amount of the unpaid amount payable to the Advisor. (iib) through (v)If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the The Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as announced by The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date Bank of payment but without premium or penaltyNew York. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (i) such amount the Termination Fee multiplied by (ii) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this Subsection shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 9(j) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonFees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”"NOTE"). The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. For purposes of the Termination Fee, the fair value of any Property shall be its Appraised Value. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than for Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)) . The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, shall be paid in accordance with the provisions of Section 3.01(e). Upon termination, the SILF Note shall become immediately due and payable and shall be promptly paid by the Company. In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating following Listing, no Performance Fee will be paid to the management of any property prior Advisor pursuant to the termination of this AgreementSections 4.03(b) or (c) below. (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a Performance Fee payable in the form of an interest bearing promissory note (the "PERFORMANCE FEE NOTE") in a principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) the sum of the aggregate Invested Capital plus the Stockholders' 10% Return through the Termination Date. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of a Performance Fee equal to the sums in Section 20(aproduct of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) through (vthe sum of the aggregate Invested Capital plus the Stockholders' 10% Return. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor pursuant following the Advisor's election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee Note owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Company. All other amounts If the Advisor and the Company are unable to agree upon an expert independent appraiser, then each of the Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid in a manner determined by final and binding on the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)parties. The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date cost of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) such appraisal shall be an amount which provides compensation to shared evenly between the Advisor only for that portion of Company and the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the termination date to limited partners of the Partnership who receive Partnership units, including Class B units distributable to the Advisor, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Performance Fee until either a Listing or other liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company, OP I or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company, OP I or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (18) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees and Performance Fees payable to the Advisor prior to the Termination Datetermination of this Agreement; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonall unaccrued Subordinated Acquisition Fees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Datetermination of this Agreement; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; andtermination of this Agreement; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the termination of this Agreement; and (vi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 20(a)(i)-(vi), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") having a principal amount of the unpaid amount payable to the Advisor. (iib) through (v)If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the The Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as announced by The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date Bank of payment but without premium or penaltyNew York. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (iy) such amount the Termination Fee multiplied by (iiz) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this Subsection shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 9(j) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees and Performance Fees payable to the Advisor prior to the Termination Datetermination of this Agreement; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonall unaccrued Subordinated Acquisition Fees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Datetermination of this Agreement; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; andtermination of this Agreement; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the termination of this Agreement; and (vi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 20(a)(i)-(vi), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") having a principal amount of the unpaid amount payable to the Advisor. (iib) through (v)If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the The Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as published in The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penaltyWall Street Journal. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (iy) such amount the Termination Fee multiplied by (iiz) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this Subsection shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 9(j) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on NASDAQ. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Distribution, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Notwithstanding the foregoing, if Upon termination of this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonAgreement, the Advisor will not shall be entitled to receive a payment of the sums in Section 20(aSubordinated Distribution Upon Termination of the Advisory Agreement equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the Termination Date to limited partners of the Partnership who receive Partnership units, including Class B units distributable to the Advisor, exceeds (ii) through (v). (c) Any and all amounts payable Invested Capital plus an amount equal to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after Stockholders’ 6.0% Return from inception through the Termination Date. All The Company shall pay such Subordinated Distribution Upon Termination of the Advisory Agreement, with no interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Subordinated Distribution Upon Termination of the Advisory Agreement until either a Listing or other amounts liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Subordinated Distribution Upon Termination of the Advisory Agreement in full, then the Subordinated Distribution Upon Termination of the Advisory Agreement shall be paid in a manner determined by part with such Net Sales Proceeds, and in part from the Board, but Net Sales Proceeds from the next successive Sales until the Subordinated Distribution Upon Termination of the Advisory Agreement is paid in no event on terms less favorable to full. If the Advisor than those represented by a note (i) maturing upon Subordinated Distribution Upon Termination of the liquidation of CPA: 17 or the Operating Partnership or three Advisory Agreement has not been paid in full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if anyits successors or assigns, may be prepaid by elect to convert the Operating Partnership balance of the fee into Shares at any time prior a price per Share equal to maturity with accrued interest to the average closing price of the Shares over the ten trading days immediately preceding the date of payment but without premium such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or penalty. Notwithstanding assigns, may elect to convert the foregoing, any amounts balance of the fee into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) In the event that relate the Advisor disagrees with the valuation of Shares pursuant to Investments (iSection 4.03(b) shall where the Shares are not Listed for purposes of determining the number of Shares to be an amount which provides compensation issued to the Advisor only for that portion following the Advisor’s election to convert the balance of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion Subordinated Distribution Upon Termination of the amount Advisory Agreement owed to the Advisor, then the fair market value of such Shares shall be paid as each Investment owned determined by CPA: 17 on the Termination Date is sold. The portion an Independent Appraiser of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair equity value (at the Termination Date) of the Investment sold by CPA: 17 divided selected by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (d) Notwithstanding section 4.03(b), in the event the Subordinated Incentive Listing Distribution is paid to the Advisor following Listing, no Subordinated Distribution Upon Termination of the Advisory Agreement will be paid to the Advisor. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the terminated Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(g) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Mortgage Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(d). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 10.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 7.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, by way of a promissory note bearing interest, accruing beginning on the Termination Date, at a rate deemed fair and reasonable by the Board on the Termination Date. Payment of principal on such promissory note shall be made from time to time until paid in full, from Net Sales Proceeds. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 10.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 7.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company, and the Company shall be obligated to pay, within 30 days after the effective date of the termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. To the extent that the Advisor is assisting in the unwinding of this Agreement after the Termination Date, this Agreement shall not be deemed terminated for those purposes and the Advisor shall be entitled to compensation for those purposes as if the Agreement had not been terminated. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonSubject to Section 4.03(c) below, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and take all reasonable actions requested by the Company to provide an orderly management transition. (c) In the event that a Termination Date occurs after the commencement of an Offering and prior to the Advisor’s reimbursement of Organization and Offering Expenses pursuant to the provisions of Section 3.02(a)(i), the reimbursement obligations of the Advisor pursuant to such section will be determined based on the Organization and Offering Expenses and Gross Proceeds as of the date the Offering terminates, and the Advisor shall only be responsible for the lesser of (i) the amount by which Organization and Offering Expenses exceed 15% of Gross Proceeds raised in the Offering as of the Termination Date, or (ii) the amount, if any, by which Organization and Offering Expenses exceed 15% of Gross Proceeds raised in the Offering as of the date of the termination of the Offering. The Advisor’s reimbursement obligations under this Section 4.03(c) shall be paid within 90 days after the end of the year in which such Offering terminates.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with Macquarie CNL Global Income Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Distribution, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Notwithstanding the foregoing, if Upon termination of this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonAgreement, the Advisor will not shall be entitled to receive a payment of the sums in Section 20(aSubordinated Distribution Upon Termination of the Advisory Agreement equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the Termination Date to limited partners of the Partnership who receive Partnership units, including Class B units distributable to the Advisor, exceeds (ii) through (v). (c) Any and all amounts payable Invested Capital plus an amount equal to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after Stockholders’ 6.0% Return from inception through the Termination Date. All The Company shall pay such Subordinated Distribution Upon Termination of the Advisory Agreement, with no interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Subordinated Distribution Upon Termination of the Advisory Agreement until either a Listing or other amounts liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Subordinated Distribution Upon Termination of the Advisory Agreement in full, then the Subordinated Distribution Upon Termination of the Advisory Agreement shall be paid in a manner determined by part with such Net Sales Proceeds, and in part from the Board, but Net Sales Proceeds from the next successive Sales until the Subordinated Distribution Upon Termination of the Advisory Agreement is paid in no event on terms less favorable to full. If the Advisor than those represented by a note (i) maturing upon Subordinated Distribution Upon Termination of the liquidation of CPA: 17 or the Operating Partnership or three Advisory Agreement has not been paid in full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if anyits successors or assigns, may be prepaid by elect to convert the Operating Partnership balance of the fee into Shares at any time prior a price per Share equal to maturity with accrued interest to the average closing price of the Shares over the ten trading days immediately preceding the date of payment but without premium such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or penalty. Notwithstanding assigns, may elect to convert the foregoing, any amounts balance of the fee into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) In the event that relate the Advisor disagrees with the valuation of Shares pursuant to Investments (iSection 4.03(b) shall where the Shares are not Listed for purposes of determining the number of Shares to be an amount which provides compensation issued to the Advisor only for that portion following the Advisor’s election to convert the balance of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion Subordinated Distribution Upon Termination of the amount Advisory Agreement owed to the Advisor, then the fair market value of such Shares shall be paid as each Investment owned determined by CPA: 17 on the Termination Date is sold. The portion an Independent Appraiser of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair equity value (at the Termination Date) of the Investment sold by CPA: 17 divided selected by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (d) Notwithstanding section 4.03 (b), in the event the Subordinated Incentive Listing Distribution is paid to the Advisor following Listing, no Subordinated Distribution Upon Termination of the Advisory Agreement will be paid to the Advisor. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the Properties and Secured Equipment Leases on the Termination Date, less the amount of all indebtedness secured by Properties and Secured Equipment Leases, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's Properties and Secured Equipment Leases shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties and Secured Equipment Leases during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 CWI the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Lodging Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 CWI or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17CWI, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 CWI on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 CWI divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 CWI on the Termination Date. (d) The Advisor shall promptly upon termination. (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 CWI pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including the Lodging Properties and Loans, and documents of CPA: 17 CWI then in the custody of the Advisor; and (iv) cooperate with CPA: 17 CWI to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Listing or Sale following such Termination Event and (i) in Section 20(a) the event of a Listing, shall be calculated in the same manner as the Subordinated Incentive Fee and (ii) in the case of a Sale, shall be calculated in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Macquarie Global Income Advisors, LLC (the “Initial Effective Date”) to the date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Listing or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value or Listed equity Securities received by Stockholders in exchange for their Equity Shares priced at Market Value, such fee to be payable within thirty (v)30) days following final determination of the Performance Fee. (c) Any and all amounts payable to the The Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid entitled to receive all accrued but unpaid compensation and expense reimbursements in cash or Listed Equity Shares within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the Properties on the Termination Date, less the amount of all indebtedness secured by Properties and Secured Equipment Leases, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 6% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's Properties shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual- life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and LoansProperties, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonFees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)) . The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. For purposes of the Termination Fee, the fair value of any Property shall be its Appraised Value. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 7.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 7.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, or the value of the Successor Shares pursuant to Section 4.03(c) where the Successor Shares are not Listed, for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Successor. All other amounts If the Advisor and the Successor are unable to agree upon an expert independent appraiser, then each of the Successor and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be final and binding on the parties. (e) Notwithstanding sections 4.03 (b) and (c), in the event the Subordinated Incentive Listing Fee is paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Subject to the provisions of Section 4.03(e) hereof, upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to payment of the Performance Fee equal to 20.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 7.5% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board of Directors on the Termination Date. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board of Directors based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 20.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board of Directors based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) through (v). (c) Any and all amounts payable Invested Capital plus an amount equal to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to Stockholders’ 7.5% Return from inception through the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedDate. The surviving entity in the Change of Control (the “Successor”) shall pay such Performance Fee, shall be paid within 90 days with interest, at such time as the Successor completes the first Sale after the Termination Date. All other amounts Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at the rate of eight percent (8%) per annum. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in a manner determined by part with such Net Sales Proceeds, and in part from the BoardNet Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, but with interest. If the Performance Fee has not been paid in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if anyits successors or assigns, may be prepaid by elect to convert the Operating Partnership balance of the fee, including accrued but unpaid interest, into shares of common stock of the Successor (“Successor Shares”) at any time prior a price per share equal to maturity with accrued interest to the average closing price of the Successor Shares over the ten trading days immediately preceding the date of payment such election if the Successor Shares are Listed at such time. If the Successor Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but without premium or penalty. Notwithstanding the foregoingunpaid interest, any amounts that relate to Investments (i) shall be an amount which provides compensation into Successor Shares at a price per share equal to the Advisor only for that portion fair market value of the holding period for Successor Shares, as determined in good faith by the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion board of directors of the amount shall be paid as each Investment owned by CPA: 17 Successor based upon the appraised value of the assets of the Successor on the Termination Date is sold. The portion date of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateelection. (d) In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, or the value of the Successor Shares pursuant to Section 4.03( c), where the Successor Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor following the Advisor’s election to convert the balance of the Performance Fee owed to the Advisor, then the fair market value of such shares shall be determined by an independent appraiser of equity value selected by the Advisor and the Successor. If the Advisor and the Successor are unable to agree upon an expert independent appraiser, then each of the Successor and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be final and binding on the parties. (e) In the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Performance Fee will be paid to the Advisor. (f) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (iii) deliver to the Board of Directors all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 19 shall be subject to Section 13 to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, Upon or by the Advisor for other than Good Reasonafter a Termination Event, the Advisor will not may be entitled to receive payment of the sums Subordinated Share of Net Sales Proceeds or the Subordinated Incentive Fee, as follows. The applicable Incentive Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Incentive Fee shall be calculated and paid in the manner of the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Incentive Fee shall be calculated and paid in the manner of the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Incentive Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CHP II Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Incentive Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Incentive Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive an Incentive Fee under this Section 19(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 18 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company or the Operating Partnership within 30 days after the Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon a Termination Event, the Advisor will not shall be entitled to receive payment of the sums Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in Section 20(a) the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Macquarie Global Growth Advisors, LLC (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (vexclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b). (c) Any The Advisor shall be entitled to receive all accrued but unpaid compensation and all amounts payable to the Advisor pursuant to Section 20(a) thatexpense reimbursements in cash, irrespective Listed Equity Shares or Listed equity Securities received by Stockholder in exchange for their Common Shares within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 30 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion determination of the amount shall be paid Market Value, as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Dateapplicable. (d) The Advisor shall promptly upon termination.: (i) pay over deliver to the Company and the Operating Partnership all money collected and held for the account of CPA: 17 the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assetsAssets, including Real Properties and LoansReal Estate Related Securities, and documents of CPA: 17 the Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than for Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall payable to the Advisor pursuant to Section 20(a) and Section 20(c)shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “"Note”)") . The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Datetermination of this Agreement; (ii) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the termination of this Agreement; and (viii) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 17(a)(i)-(v), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the “Note”) having a principal amount of the unpaid amount payable to the Advisor. (iib) through (v)If this Agreement is terminated by the Company for any reason other than Cause, by either par in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the The Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as announced by The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date Bank of payment but without premium or penaltyNew York. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (iy) such amount the Termination Fee multiplied by (iiz) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this paragraph shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity in the event the Shares are listed on a national securities exchange or are included for quotation on NASDAQ. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereonFees, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)"NOTE") . The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. For purposes of the Termination Fee, the fair value of any Property shall be its Appraised Value. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(d). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Distributions paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through the Termination Date. The Company shall pay such Performance Fee, with interest, at such time as the Company completes the first Sale after the Termination Date. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Board on the Termination Date. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Performance Fee in full, plus accrued interest, then the Performance Fee shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the Performance Fee is paid in full, with interest. If the Performance Fee has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of the sums Performance Fee equal to 15.0% of the amount, if any, by which (i) the value of the Assets on the Termination Date as determined in Section 20(a) good faith by the Board, including a majority of the Independent Directors, based upon such factors as the consideration paid in connection with the Change of Control and the most recent Appraised Value, less the amount of all indebtedness secured by the Assets, plus the total Dividends paid to Stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 8.0% Return from inception through (vthe Termination Date. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed for purposes of determining the number of Shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such Shares shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by an Independent Appraiser of equity value selected by the BoardAdvisor. (e) Notwithstanding sections 4.03 (b) and (c), but in no the event on terms less favorable the Subordinated Incentive Listing Fee is paid to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Datefollowing Listing, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may Performance Fee will be prepaid by the Operating Partnership at any time prior to maturity with accrued interest paid to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (df) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, shall be paid in accordance with the provisions of Section 3.01(e). Upon termination, the SILF Note shall become immediately due and payable and shall be promptly paid by the Company. In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating following Listing, no Performance Fee will be paid to the management of any property prior Advisor pursuant to the termination of this AgreementSections 4.03(b) or (c) below. (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a Performance Fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) the sum of the aggregate Invested Capital plus the Stockholders’ 10% Return through the Termination Date. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of a Performance Fee equal to the sums in Section 20(aproduct of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) through (vthe sum of the aggregate Invested Capital plus the Stockholders’ 10% Return. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor pursuant following the Advisor’s election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee Note owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Company. All other amounts If the Advisor and the Company are unable to agree upon an expert independent appraiser, then each of the Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid in a manner determined by final and binding on the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)parties. The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date cost of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) such appraisal shall be an amount which provides compensation to shared evenly between the Advisor only for that portion of Company and the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees and Performance Fees payable to the Advisor prior to the Termination Datetermination of this Agreement; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) . Notwithstanding the foregoing, if in the event this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (vsubparagraphs 20(a)(i)-(iii). (c) Any and all , above. All amounts payable to the Advisor pursuant to Section 20(ain the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") that, irrespective having a principal amount of the termination, were unpaid amount payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (db) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Fee, if any, shall be paid in accordance with the provisions of Section 3.01(e). Upon termination, the SILF Note shall become immediately due and payable and shall be promptly paid by the Company. In the event the Subordinated Incentive Listing Fee is paid to the Advisor or its Affiliates relating following Listing, no Performance Fee will be paid to the management of any property prior Advisor pursuant to the termination of this AgreementSections 4.03(b) or (c) below. (b) Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor or occurs upon a Change of Control, the Advisor shall be entitled to receive a Performance Fee payable in the form of an interest bearing promissory note (the "PERFORMANCE FEE NOTE") in a principal amount equal to the product of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) the sum of the aggregate Invested Capital plus the Stockholders' 10% Return through the Termination Date. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Independent Directors. The Company shall repay the Performance Fee Note using the entire Net Sales Proceeds of each Sale after the Termination Date until the Performance Fee Note is paid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the Performance Fee Note, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reasontermination occurs upon a Change of Control, the Advisor will not shall be entitled to receive payment of a Performance Fee equal to the sums in Section 20(aproduct of 0.15 times the amount, if any, by which (i) the Company Value plus the total Distributions paid to holders of Shares through the Termination Date, exceeds (ii) through (vthe sum of the aggregate Invested Capital plus the Stockholders' 10% Return. No deferral of payment of the Performance Fee may be made under this Section 4.03(c). (cd) Any and all amounts payable In the event that the Advisor disagrees with the valuation of Shares pursuant to Section 4.03(b) where the Shares are not Listed, for purposes of determining the number of shares to be issued to the Advisor pursuant following the Advisor's election to Section 20(a) that, irrespective convert the balance of the termination, were payable on a current basis prior Performance Fee Note owed to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfiedAdvisor, then the fair market value of such shares shall be paid within 90 days after determined by an independent appraiser of equity value selected by the Termination DateAdvisor and the Company. All other amounts If the Advisor and the Company are unable to agree upon an expert independent appraiser, then each of the Company and the Advisor shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one such appraiser whose determination shall be paid in a manner determined by final and binding on the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)parties. The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date cost of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) such appraisal shall be an amount which provides compensation to shared evenly between the Advisor only for that portion of Company and the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to and receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable expenses, subject to the Advisor; (ii) provisions of Section 3.04 hereof, and all earned but unpaid Asset Management Fees contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement, provided that the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing FeesIncentive Listing Distribution, if any, payable to shall be paid in accordance with the Advisor or its Affiliates relating to the management provisions of any property prior to the termination of this AgreementSection 3.01(e). (b) Notwithstanding the foregoing, if Upon termination or non-renewal of this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonAgreement, the Advisor will not shall be entitled to receive a payment of the sums in Section 20(aSubordinated Distribution Upon Termination of the Advisory Agreement equal to 15.0% of the amount, if any, by which (i) the Appraised Value of the Assets on the Termination Date, less the amount of all indebtedness secured by the Assets, plus the total distributions paid to Stockholders from the Company’s inception through the Termination Date less any amounts distributable as of the Termination Date to limited partners of the Partnership who receive Partnership units exceeds (ii) through (v). (c) Any Invested Capital, less the portion of any distribution that is attributable to Net Sales Proceeds and all by any amounts payable paid by the Company to repurchase shares, plus an amount equal to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after Stockholders’ 6.0% Return from inception through the Termination Date. All The Company shall pay such Subordinated Distribution Upon Termination of the Advisory Agreement, with no interest, at such time as the Company completes the first Sale after the Termination Date provided, however, the Advisor may elect to defer its right to receive the Subordinated Distribution Upon Termination of the Advisory Agreement until either a Listing or other amounts liquidity event for the Company. Payment shall be made from the Net Sales Proceeds of such Sale. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay the Subordinated Distribution Upon Termination of the Advisory Agreement in full, then the Subordinated Distribution Upon Termination of the Advisory Agreement shall be paid in a manner determined by part with such Net Sales Proceeds, and in part from the Board, but Net Sales Proceeds from the next successive Sales until the Subordinated Distribution Upon Termination of the Advisory Agreement is paid in no event on terms less favorable to full. If the Advisor than those represented by a note (i) maturing upon Subordinated Distribution Upon Termination of the liquidation of CPA: 17 or the Operating Partnership or three Advisory Agreement has not been paid in full within five years from the Termination Date, whichever is earlierthen the Advisor, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if anyits successors or assigns, may be prepaid by elect to convert the Operating Partnership balance of the fee into Shares at any time prior a price per Share equal to maturity with accrued interest to the average closing price of the Shares over the ten trading days immediately preceding the date of payment but without premium such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or penalty. Notwithstanding assigns, may elect to convert the foregoing, any amounts balance of the fee into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets on the date of election. (c) In the event that relate the Advisor disagrees with the valuation of Shares pursuant to Investments (iSection 4.03(b) shall where the Shares are not Listed for purposes of determining the number of Shares to be an amount which provides compensation issued to the Advisor only for that portion following the Advisor’s election to convert the balance of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion Subordinated Distribution Upon Termination of the amount Advisory Agreement owed to the Advisor, then the fair market value of such Shares shall be paid as each Investment owned determined by CPA: 17 on the Termination Date is sold. The portion an Independent Appraiser of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair equity value (at the Termination Date) of the Investment sold by CPA: 17 divided selected by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateAdvisor. (d) Notwithstanding section 4.03(b), in the event the Subordinated Incentive Listing Distribution is paid to the Advisor following Listing, no Subordinated Distribution Upon Termination of the Advisory Agreement will be paid to the Advisor. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company or the Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loansthe Assets, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 with, and take all reasonable actions requested by, the Company or the Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Section (a18)(b) After of the Advisory Agreement is hereby amended in its entirety to read as follows: (b) Upon a Termination DateEvent, the Advisor shall not be entitled to compensation for further services hereunder but payment of the Performance Fee. The Performance Fee shall be entitled to receive from CPA: 17 the following: calculated upon a Liquidity Event or Sale following such Termination Event and (i) all unpaid reimbursements in the event of Organization a Liquidity Event, the Performance Fee shall be calculated and Offering Expenses paid in the same manner as the Subordinated Incentive Fee and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Properties Corp. (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash , Listed Equity Shares priced at the Market Value (exclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereonin connection with a Liquidity Event or Sale, in each case payable to then the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of shall not receive a Performance Fee under this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v18(b). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination. (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 4.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Dividends paid to Stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance; provided, competitive and commercially reasonable interest rate (however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 3.01(g) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and (iv) cooperate with CPA: 17 to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the Company the following: (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment Property prior to the Termination Date; (v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and (vvi) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than for Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v)above. (c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if: (i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or (ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion. (d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall payable to the Advisor pursuant to Section 20(a) and Section 20(c)shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”)) . The Note, if any, may be prepaid by the Operating Partnership Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Investment Assets during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by CPA: 17 the Company divided by the total fair value (at the Termination Date) of all Investments Investment Assets owned by CPA: 17 the Company on the Termination Date. (de) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (iii) deliver to the Board all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 19 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance for other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the Properties on the Termination Date, less the amount of all indebtedness secured by Properties and Secured Equipment Leases, plus the total Distributions paid to stockholders from the Company’s inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders’ 6% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany’s REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company’s Properties shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties and LoansProperties, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination DateUpon any termination or nonrenewal of this Agreement, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 within 30 days after the following: (i) Termination Date all unpaid reimbursements of Organization expenses and Offering Expenses all unpaid fees due and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding In the foregoing, if event that this Agreement is terminated or not renewed by the Company other than for Cause, notwithstanding such termination or by the Advisor for other than Good Reasonnonrenewal, the Advisor will not shall be entitled to receive any Asset Management Fees and Asset Management Catch-Up Fees to which it would otherwise have been entitled pursuant to the sums terms of Section 6 of this Agreement. Any such fees shall be paid by the Operating Partnership to the Advisor in accordance with the terms of Section 20(a) (ii) through (v)6, as and when they are earned pursuant to the terms of Section 6. (c) Any and all amounts payable to Upon any termination or nonrenewal of this Agreement, the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date. (d) The Advisor shall promptly upon termination.promptly: (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement; (ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard with respect to the Company and any Subsidiaries; (iii) deliver to the Board all assets, including Properties and Loans, property and documents of CPA: 17 the Company and any Subsidiaries then in the custody of the Advisor; and (iv) reasonably cooperate with CPA: 17 to provide the Company in executing an orderly transition of the management transitionof the Company’s business to a new advisor.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but pursuant to this Advisory Agreement except it shall be entitled to receive from CPA: 17 the Company within 30 days after the effective date of such termination the following: (i) all All unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor;; and (ii) all All earned but unpaid Asset Management Advisory Fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoingprovisions of Section 11.08(a) of this Advisory Agreement, if in the event this Advisory Agreement is terminated by the Company for Cause, Cause or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(asubparagraphs 20(a)(i)-(vi), above. All amounts payable to the Advisor in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") (ii) through (v)having a principal amount of the unpaid amount payable to the Advisor. (c) Any and all amounts payable to If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor pursuant for Good Reason, the Advisor shall be entitled to Section 20(a) that, irrespective payment of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Fee. (d) The Termination Date. All other amounts Fee shall be paid in a manner determined by the BoardDirectors, but in no event on terms less favorable to shall any portion of the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or Termination Fee remain unpaid three years from after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Date, whichever is earlier, (ii) with no Fee be paid in less than twelve 12 equal quarterly installments and (iii) bearing a fairinstallments, competitive and commercially reasonable with interest, on the unpaid balance at the prime rate of interest rate (the “Note”). then in effect as announced by The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date Bank of payment but without premium or penaltyNew York. Notwithstanding the foregoingpreceding sentence, any amounts that relate which may be deemed payable at the date the obligation to Investments pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments Properties during which the Advisor provided services to CPA: 17the Company, (ii) shall not be due and payable until the Investment Asset Property to which such amount relates fees relate is sold or refinanced, and (iii) shall not bear interest until the Investment Property to which such amount relates fees relate is sold or refinanced. A portion of the amount Termination Fee shall be paid as each Investment Property owned by CPA: 17 the Company on the Termination Date is sold. The portion of such amount the Termination Fee payable upon each such sale shall be equal to (i) such amount the Termination Fee multiplied by (ii) the percentage calculated by dividing the fair value Appraised Value (at the Termination Date) of the Investment Property sold by CPA: 17 the Company divided by the total fair value Appraised Value (at the Termination Date) of all Investments Properties owned by CPA: 17 the Company on the Termination Date. (de) The Note for amounts payable as described above shall mature upon the liquidation of the Company (or ten years from date of issuance whichever is earlier) and shall be payable at any time prior to maturity. The compensation payable under this Subsection shall be paid or delivered to the Advisor within 30 days after funds shall become available to the Company for the making of such payments. (f) Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee in the event this Advisory Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Section 9(j) of this Advisory Agreement, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on NASDAQ. (g) The Advisor shall promptly upon termination.: (i) pay Pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver Deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver Deliver to the Board Directors all assets, including Properties and Loans, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate Cooperate with CPA: 17 the Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but except it shall be entitled to receive from CPA: 17 the following: (i) Company within 30 days after the effective date of such termination all unpaid reimbursements of Organization expenses and Offering Expenses and of Operating Expenses payable to the Advisor; (ii) all earned but unpaid Asset Management Fees fees payable to the Advisor prior to the Termination Date; (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date; (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement. (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good ReasonUpon termination, the Advisor will shall be entitled to payment of the Performance Fee if performance standards satisfactory to a majority of the Board of Directors, including a majority of the Independent Directors, when compared to (a) the performance of the Advisor in comparison with its performance or other entities, and (b) the performance of other advisors for similar entities, have been met. If Listing has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised value of the assets of the Company on the Termination Date, less the amount of all indebtedness secured by such assets, plus the total Distributions paid to stockholders from the Company's inception through the Termination Date, exceeds (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from inception through the Termination Date. The Advisor shall be entitled to receive the sums all accrued but unpaid compensation and expense reimbursements in Section 20(a) (ii) through (v). (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective cash within 30 days of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor in the event of a termination shall be evidenced by a promissory note and shall be payable from time to time. (c) The Performance Fee shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve 12 equal quarterly installments and (iii) bearing a fairwithout interest on the unpaid balance, competitive and commercially reasonable interest rate (provided, however, that no payment will be made in any quarter in which such payment would jeopardize the “Note”). The NoteCompany's REIT status, if any, may in which case any such payment or payments will be prepaid by delayed until the Operating Partnership at any time prior to maturity with accrued interest to the date of next quarter in which payment but without premium or penaltywould not jeopardize REIT status. Notwithstanding the foregoingpreceding sentence, any amounts that which may be deemed payable at the date the obligation to pay the Performance Fee is incurred which relate to Investments (i) the appreciation of the Company's assets shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments assets during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination DateCompany. (d) If Listing occurs, the Performance Fee, if any, payable thereafter will be as negotiated between the Company and the Advisor. The Advisor shall not be entitled to payment of the Performance Fee in the event this Agreement is terminated because of failure of the Company and the Advisor to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate for a perpetual-life entity at such time, if any, as Listing occurs. (e) The Advisor shall promptly upon termination.: (i) pay over to the Operating Partnership Company all money collected and held for the account of CPA: 17 the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardDirectors; (iii) deliver to the Board Directors all assets, including Properties Properties, Mortgage Loans, and LoansSecured Equipment Leases, and documents of CPA: 17 the Company then in the custody of the Advisor; and (iv) cooperate with CPA: 17 the Company to provide an orderly management transition.