THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

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EXHIBIT 10.1

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of September

30, 2007, is between CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED, a

Maryland corporation (the "Company"), and CAREY ASSET MANAGEMENT CORP., a

Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the

"Advisor").

WITNESSETH:

WHEREAS, the Company intends to qualify as a REIT (as defined below), and

to invest its funds in investments permitted by the terms of any prospectus

pursuant to which it raised equity capital and Sections 856 through 860 of the

Code (as defined below);

WHEREAS, the Company and the Advisor entered into an initial advisory

agreement, dated December 19, 2003, which has been subsequently amended and

restated;

WHEREAS, the Company desires to continue to avail itself of the experience,

sources of information, advice and assistance of, and certain facilities

available to, the Advisor and to have the Advisor undertake the duties and

responsibilities hereinafter set forth, on behalf of, and subject to the

supervision of the Board of Directors of the Company, all as provided herein;

WHEREAS, the Advisor is willing to continue to render such services,

subject to the supervision of the Board of Directors, on the terms and

conditions hereinafter set forth; and

WHEREAS, the parties desire to further amend and restate their mutual

agreements as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual

covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms have the

definitions hereinafter indicated:

"2%/25% Guidelines." The requirement, as provided for in Section 13 hereof,

that, in the 12-month period ending on the last day of any fiscal quarter,

Operating Expenses not exceed the greater of two percent of Average Invested

Assets during such 12-month period or 25% of the Company's Adjusted Net Income

over the same 12-month period.

"Acquisition Expense." To the extent not paid or to be paid by the seller

or lessee in the case of a Property or the borrower in the case of a Loan, those

expenses, including but not limited to travel and communications expenses, the

cost of appraisals, title insurance, nonrefundable option payments on Property

not acquired, legal fees and expenses, accounting fees and expenses and

miscellaneous expenses, related to selection, acquisition and origination of

Properties and Loans, whether or not a particular Property or Loan ultimately is

acquired or originated. Acquisition Expenses shall not include Acquisition Fees.

"Acquisition Expense Allowance." An amount equal to one half percent of the

Contract Purchase Price of a Property or Loan, to be paid to the Advisor in

connection with Properties and Loans acquired using proceeds of the Part I

Offering, to provide for the payment by the Advisor of Acquisition Expenses and

such other expenses as provided in Section 10(b) hereof.

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"Acquisition Fee." Any fee or commission (including any interest thereon)

paid by the Company to the Advisor or, with respect to Section 9(d), by the

Company to any party, in connection with the making or investing in Loans and

the purchase, development or construction of Properties by the Company. A

Development Fee or a Construction Fee paid to a Person not affiliated with the

Sponsor in connection with the actual development or construction of a project

after acquisition of the Property by the Company shall not be deemed an

Acquisition Fee. Acquisition Fees include, but are not limited to, any real

estate commission, selection fee, development fee (other than as described

above) or any fee of a similar nature, however designated. Acquisition Fees

include Subordinated Acquisition Fees unless the context otherwise requires.

Acquisition Fees shall not include Acquisition Expenses or the Acquisition

Expense Allowance.

"Adjusted Invested Assets." The average during any period of the aggregate

historical cost, or to the extent available for a particular asset, the most

recent Appraised Value, of the Investment Assets of the Company, before

accumulated reserves for depreciation or bad debt allowances or other similar

non-cash reserves, computed (unless otherwise specified) by taking the average

of such values at the end of each month during such period.

"Adjusted Investor Capital." As of any date, the Initial Investor Capital

reduced by any Redemptions, other than Redemptions intended to qualify as a

liquidity event for purposes of this Agreement, and by any other Distributions

on or prior to such date determined by the Board to be from Cash from Sales and

Financings.

"Adjusted Net Income." For any period, the total revenues recognized in

such period, less the total expenses recognized in such period, excluding

additions to reserves for depreciation and amortization, bad debts or other

similar non-cash reserves; provided, however, if the Advisor receives a

Subordinated Incentive Fee, Adjusted Net Income for purposes of calculating

total allowable Operating Expenses shall exclude any gain, losses or writedowns

from the sale of the Company's assets that gave rise to such Subordinated

Incentive Fee.

"Advisor." Carey Asset Management Corp, a corporation organized under the

laws of the State of Delaware and wholly-owned by W. P. Carey & Co. LLC.

"Affiliate." An Affiliate of another Person shall include any of the

following: (i) any Person directly or indirectly owning, controlling, or

holding, with power to vote ten percent or more of the outstanding voting

securities of such other Person; (ii) any Person ten percent or more of whose

outstanding voting securities are directly or indirectly owned, controlled, or

held, with power to vote, by such other Person; (iii) any Person directly or

indirectly controlling, controlled by, or under common control with such other

Person; (iv) any executive officer, director, trustee or general partner of such

other Person; or (v) any legal entity for which such Person acts as an executive

officer, director, trustee or general partner.

"Agreement." This Advisory Agreement.

"Appraised Value." Value according to an appraisal made by an Independent

Appraiser, which may take into consideration any factor deemed appropriate by

such Independent Appraiser, including, but not limited to, the terms and

conditions of any lease of the relevant property, the quality of any lessee's

credit and the conditions of the credit markets. The Appraised Value may be

greater than the construction cost or the replacement cost of the property. For

purposes of the definition of Adjusted Invested Assets, Appraised Value shall

not include the initial appraisal of any property in connection with the

acquisition of that property.

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"Articles of Incorporation." Articles of Incorporation of the Company under

the General Corporation Law of Maryland, as amended from time to time, pursuant

to which the Company is organized.

"Asset Management Fee." The Asset Management Fee as defined in Section 9(a)

hereof.

"Average Invested Assets." The average during any period of the aggregate

book value of the assets of the Company invested, directly or indirectly, in

Properties and in Loans, before deducting reserves for depreciation, bad debts,

impairments, amortization and all other similar non-cash reserves, computed by

taking the average of such values at the end of each month during such period.

"Board or Board of Directors." The Board of Directors of the Company.

"Bylaws." The bylaws of the Company.

"Cash from Financings." Net cash proceeds realized by the Company from the

financing of Investment Assets or the refinancing of any Company indebtedness.

"Cash from Sales." Net cash proceeds realized by the Company from the sale,

exchange or other disposition of any of its assets after deduction of all

expenses incurred in connection therewith. Cash from Sales shall not include

Cash from Financings.

"Cash from Sales and Financings." The total sum of Cash from Sales and Cash

from Financings.

"Cause." With respect to the termination of this Agreement, fraud, criminal

conduct, willful misconduct or willful or negligent breach of fiduciary duty by

the Advisor that, in each case, is determined by a majority of the Independent

Directors to be materially adverse to the Company, or a breach of a material

term or condition of this Agreement by the Advisor and the Advisor has not cured

such breach within 30 days of written notice thereof or, in the case of any

breach that cannot be cured within 30 days by reasonable effort, has not taken

all necessary action within a reasonable time period to cure such breach.

"Change of Control." A change of control of the Company of a nature that

would be required to be reported in response to the disclosure requirements of

Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of

1934, as amended (the "Exchange Act"), as enacted and in force on the date

hereof, whether or not the Company is then subject to such reporting

requirements; provided, however, that, without limitation, a Change of Control

shall be deemed to have occurred if: (i) any "person" (within the meaning of

Section 13(d) of the Exchange Act, as enacted and in force on the date hereof)

is or becomes the "beneficial owner" (as that term is defined in Rule 13d-3, as

enacted and in force on the date hereof, under the Exchange Act) of securities

of the Company representing 8.5% or more of the combined voting power of the

Company's securities then outstanding; (ii) there occurs a merger, consolidation

or other reorganization of the Company which is not approved by the Board; (iii)

there occurs a sale, exchange, transfer or other disposition of substantially

all of the assets of the Company to another entity, which disposition is not

approved by the Board; or (iv) there occurs a contested proxy solicitation of

the Shareholders of the Company that results in the contesting party electing

candidates to a majority of the Board's positions next up for election.

"Code." Internal Revenue Code of 1986, as amended.

"Company." Corporate Property Associates 16 - Global Incorporated, a

corporation organized under the laws of the State of Maryland.

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"Competitive Real Estate Commission." The real estate or brokerage

commission paid for the purchase or sale of a property that is reasonable,

customary and competitive in light of the size, type and location of the

property.

"Construction Fee." A fee or other remuneration for acting as general

contractor and/or construction manager to construct improvements, supervise and

coordinate projects or to provide major repairs or rehabilitation on a Property.

"Contract Purchase Price." The amount actually paid for, or allocated to,

the purchase, development, construction or improvement of a Property or acquired

Loan or, in the case of an originated Loan, the principal amount of such Loan,

exclusive, in each case, of Acquisition Fees, Acquisition Expenses and the

Acquisition Expense Allowance.

"Contract Sales Price." The total consideration received by the Company for

the sale of Properties and Loans.

"Cumulative Return." For the period for which the calculation is being

made, the percentage resulting from dividing (A) the total Distributions for

such period (not including Distributions out of Cash from Sales and Financings),

by (B) the product of (i) the average Adjusted Investor Capital for such period

(calculated on a daily basis), and (ii) the number of years (including fractions

thereof) elapsed during such period. Notwithstanding the foregoing, neither the

Shares received by the Advisor or its Affiliates for any consideration other

than cash, nor the Distributions in respect of such Shares, shall be included in

the foregoing calculation.

"Development Fee." A fee for the packaging of a Property including

negotiating and approving plans, and undertaking to assist in obtaining zoning

and necessary variances and necessary financing for the specific Property,

either initially or at a later date.

"Directors." The persons holding such office, as of any particular time,

under the Articles of Incorporation, whether they be the directors named therein

or additional or successor directors.

"Distributions." Distributions declared by the Board.

"GAAP." Generally accepted accounting principles in the United States.

"Good Reason." With respect to the termination of this Agreement, (i) any

failure to obtain a satisfactory agreement from any successor to the Company to

assume and agree to perform the Company's obligations under this Agreement; or

(ii) any material breach of this Agreement of any nature whatsoever by the

Company; provided that such breach (a) is of a material term or condition of

this Agreement and (b) the Company has not cured such breach within 30 days of

written notice thereof or, in the case of any breach that cannot be cured within

30 days by reasonable effort, has not taken all necessary action within a

reasonable time period to cure such breach.

"Gross Offering Proceeds." The aggregate purchase price of Shares sold in

any Offering.

"Independent Appraiser." A qualified appraiser of real estate as determined

by the Board, who is not affiliated, directly or indirectly, with the Company,

the Advisor or their respective Affiliates. Membership in a nationally

recognized appraisal society such as the American Institute of Real Estate

Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence

of such qualification.

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"Independent Director." A Director of the Company who meets the criteria

for an Independent Director specified in the Bylaws.

"Individual." Any natural person and those organizations treated as natural

persons in Section 542(a) of the Code.

"Initial Closing Date." The first date on which Shares were issued pursuant

to an Offering.

"Initial Investor Capital." The total amount of capital invested from time

to time by Shareholders (computed at the Original Issue Price per Share),

excluding any Shares received by the Advisor or its Affiliates for any

consideration other than cash.

"Investment Asset." Any Property, Loan or Other Permitted Investment Asset.

"Loan Refinancing Fee." The Loan Refinancing Fee as defined in Section 9(e)

hereof.

"Loans." The notes and other evidences of indebtedness or obligations

acquired or entered into by the Company as lender which are secured or

collateralized by personal property, or fee or leasehold interests in real

estate or other assets, including but not limited to first or subordinate

mortgage loans, construction loans, development loans, loans secured by capital

stock or any other assets or form of equity interest and any other type of loan

or financial arrangement, such as providing or arranging for letters of credit,

providing guarantees of obligations to third parties, or providing commitments

for loans. The term "Loans" shall not include leases which are not recognized as

leases for Federal income tax reporting purposes.

"Market Value." The value calculated by multiplying the total number of

outstanding Shares by the average closing price of the Shares over the 30

trading days beginning 180 calendar days after the Shares are first listed on a

national security exchange or included for quotation on Nasdaq, as the case may

be.

"Nasdaq." The national automated quotation system operated by the National

Association of Securities Dealers, Inc.

"Offering." The offering of Shares pursuant to a Prospectus.

"Operating Expenses." All operating, general and administrative expenses

paid or incurred by the Company, as determined under GAAP, except the following

(insofar as they would otherwise be considered operating, general and

administrative expenses under GAAP): (i) interest and discounts and other cost

of borrowed money; (ii) taxes (including state and Federal income tax, property

taxes and assessments, franchise taxes and taxes of any other nature); (iii)

expenses of raising capital, including Organization and Offering Expenses,

printing, engraving, and other expenses, and taxes incurred in connection with

the issuance and distribution of the Company's Shares and Securities; (iv)

Acquisition Expenses, real estate commissions on resale of property and other

expenses connected with the acquisition, disposition, origination, ownership and

operation of real estate interests, mortgage loans, or other property, including

the costs of foreclosure, insurance premiums, legal services, brokerage and

sales commissions, maintenance, repair and improvement of property; (v)

Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any

other party; (vi) non-cash items, such as depreciation, amortization, depletion,

and additions to reserves for depreciation, amortization, depletion, losses and

bad debts; (vii) Termination Fees; and (viii) Subordinated Incentive Fees paid

in compliance with Section 9(i). Notwithstanding anything herein to the

contrary, Operating Expenses shall include the Asset Management Fee and the Loan

Refinancing Fee.

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"Organization and Offering Expenses." Those expenses payable by the Company

in connection with the formation, qualification and registration of the Company

and in marketing and distributing Shares, including, but not limited to: (i) the

preparation, printing, filing and delivery of any registration statement or

Prospectus and the preparing and printing of contractual agreements between the

Company and the Sales Agent and the Selected Dealers (including copies thereof);

(ii) the preparing and printing of the Articles of Incorporation and Bylaws,

solicitation material and related documents and the filing and/or recording of

such documents necessary to comply with the laws of the State of Maryland for

the formation of a corporation and thereafter for the continued good standing of

a corporation; (iii) the qualification or registration of the Shares under state

securities or "Blue Sky" laws; (iv) any escrow arrangements, including any

compensation to an escrow agent; (v) the filing fees payable to the SEC and to

the National Association of Securities Dealers, Inc.; (vi) reimbursement for the

reasonable and identifiable out-of-pocket expenses of the Sales Agent and the

Selected Dealers, including the cost of their counsel; (vii) the fees of the

Company's counsel; (viii) all advertising expenses incurred in connection with

the Offering, including the cost of all sales literature and the costs related

to investor and broker-dealer sales and information meetings and marketing

incentive programs; and (ix) selling commissions, marketing fees, incentive

fees, due diligence fees and wholesaling fees and expenses incurred in

connection with the sale of the Shares.

"Original Issue Price." For any share issued in an Offering, the price at

which such Share was initially offered to the public by the Company, regardless

of whether selling commissions were paid in connection with the purchase of such

Shares from the Company.

"Other Permitted Investment Asset." An asset, other than cash, cash

equivalents, short term bonds, auction rate securities and similar short term

investments, acquired by the Company for investment purposes that is not a Loan

or a Property and is consistent with the investment objectives and policies of

the Company.

"Other Permitted Investment Assets Fee." The Other Permitted Investment

Assets Fee as defined in Section 9(h).

"Part I Offering." The Offering of 110,000,000 Shares of the Company,

declared effective by the Securities and Exchange Commission pursuant to the

Company's Registration Statement on Form S-11 (File No. 333-106838).

"Part II Offering." The Offering of 55,000,000 Shares of the Company,

declared effective by the Securities and Exchange Commission pursuant to the

Company's Registration Statement on Form S-11 (File No. 333-119265).

"Person." An Individual, corporation, partnership, joint venture,

association, company, trust, bank, or other entity, or government or any agency

or political subdivision of a government.

"Preferred Return." A Cumulative Return of six percent computed from the

Initial Closing Date through the date as of which such amount is being

calculated.

"Property or Properties." The Company's partial or entire interest in real

property (including leasehold interests) and personal or mixed property

connected therewith. An investment which obligates the Company to acquire a

Property will be treated as a Property for purposes of this Agreement

"Property Management Fee." A fee for property management services rendered

by the Advisor or its Affiliates in connection with Properties acquired directly

or through foreclosure.

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"Prospectus." Any prospectus pursuant to which the Company offers Shares in

a public offering, as the same may at any time and from time to time be amended

or supplemented after the effective date of the registration statement in which

it is included.

"Redemptions." An amount determined by multiplying the number of Shares

redeemed by the Original Issue Price.

"REIT." A real estate investment trust, as defined in Sections 856-860 of

the Code.

"Sales Agent." Carey Financial Corporation.

"Securities." Any stock, shares (other than currently outstanding Shares

and subsequently issued Shares), voting trust certificates, bonds, debentures,

notes or other evidences of indebtedness, secured or unsecured, convertible,

subordinated or otherwise or in general any instruments commonly known as

"securities" or any certificate of interest, shares or participation in

temporary or interim certificates for receipts (or, guarantees of, or warrants,

options or rights to subscribe to, purchase or acquire any of the foregoing),

which subsequently may be issued by the Company.

"Selected Dealers." Broker-dealers who are members of the National

Association of Securities Dealers, Inc. and who have executed an agreement with

the Sales Agent in which the Selected Dealers agree to participate with the

Sales Agent in the Offering.

"Shareholders." Those Persons who, at the time any calculation hereunder is

to be made, are shown as holders of record of Shares on the books and records of

the Company.

"Shares." All of the shares of common stock of the Company, $.001 par

value, and any other shares of common stock of the Company.

"Sponsor." W.P. Carey & Co. LLC and any other Person directly or indirectly

instrumental in organizing, wholly or in part, the Company or any person who

will control, manage or participate in the management of the Company, and any

Affiliate of any such person. Sponsor does not include a person whose only

relationship to the Company is that of an independent property manager and whose

only compensation is as such. Sponsor also does not include wholly independent

third parties such as attorneys, accountants and underwriters whose only

compensation is for professional services.

"Subordinated Acquisition Fee." The Subordinated Acquisition Fee as defined

in Section 9(c).

"Subordinated Disposition Fee." The Subordinated Disposition Fee as defined

in Section 9(g) hereof.

"Subordinated Incentive Fee." The Subordinated Incentive Fee as defined in

Section 9(i) hereof.

"Termination Date." The effective date of any termination of this

Agreement.

"Termination Fee." An amount equal to 15% of the amount, if any, by which

(1) the fair value of the Investment Assets, less the amount of all indebtedness

secured by such Investment Assets and less any fees (other than the Termination

Fee) payable to the Advisor, in each case as of the Termination Date, exceeds

(2) the total of the Adjusted Investor Capital plus an amount equal to the

Preferred Return through the Termination Date reduced by the total Distributions

paid by the Company from its inception through the Termination Date (other than

Distributions made from Cash from Sales and Financings that are counted in

determining Adjusted Investor Capital). For purposes of calculating this Fee (i)

the fair

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value of any Property shall be its Appraised Value, and (ii) any payments in

respect of redeemed Shares (other than in respect of Redemptions intended to

qualify as a liquidity event for purposes of this Agreement), Shares received by

the Advisor or its Affiliates for any consideration other than cash and the

Distributions in respect of such Shares shall be excluded.

"Total Property Cost." With regard to any Property or Loan, an amount equal

to the sum of the Contract Purchase Price of such Property or Loan plus the

Acquisition Fees paid in connection with such Property or Loan.

2. Appointment. The Company hereby appoints the Advisor to serve as its

advisor on the terms and conditions set forth in this Agreement, and the Advisor

hereby accepts such appointment.

3. Duties of the Advisor. The Advisor undertakes to use its best efforts to

present to the Company potential investment opportunities and to provide a

continuing and suitable investment program consistent with the investment

objectives and policies of the Company as determined and adopted from time to

time by the Board. In performance of this undertaking, subject to the

supervision of the Board and consistent with the provisions of the Articles of

Incorporation and Bylaws of the Company and any Prospectus pursuant to which

Shares are offered, the Advisor shall, either directly or by engaging an

Affiliate:

(a) serve as the Company's investment and financial advisor and

provide research and economic and statistical data in connection with the

Company's assets and investment policies;

(b) provide the daily management of the Company and perform and

supervise the various administrative functions reasonably necessary for the

management of the Company;

(c) investigate, select, and, on behalf of the Company, engage and

conduct business with such Persons as the Advisor deems necessary to the

proper performance of its obligations hereunder, including but not limited

to consultants, accountants, correspondents, lenders, technical advisors,

attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,

depositaries, custodians, agents for collection, insurers, insurance

agents, banks, builders, developers, property owners, mortgagors, and any

and all agents for any of the foregoing, including Affiliates of the

Advisor, and Persons acting in any other capacity deemed by the Advisor

necessary or desirable for the performance of any of the foregoing

services, including but not limited to entering into contracts in the name

of the Company with any of the foregoing;

(d) consult with Directors of the Company and assist the Board in the

formulation and implementation of the Company's policies, and furnish the

Board with such information, advice and recommendations as they may request

or as otherwise may be necessary to enable them to discharge their

fiduciary duties with respect to matters coming before the Board;

(e) subject to the provisions of Sections 3(g) and 4 hereof: (i)

locate, analyze and select potential investments in Investment Assets; (ii)

structure and negotiate the terms and conditions of transactions pursuant

to which investments in Investment Assets will be made, purchased or

acquired by the Company; (iii) make investments in Investment Assets on

behalf of the Company in compliance with the investment objectives and

policies of the Company; (iv) arrange for financing and refinancing of,

make other changes in the asset or capital structure of, dispose of,

reinvest the proceeds from the sale of, or otherwise deal with the

investments in, Investment Assets; and (v) enter into leases and service

contracts for Properties and, to the extent

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necessary, perform all other operational functions for the maintenance and

administration of such Properties;

(f) provide the Board with periodic reports regarding prospective

investments in Investment Assets;

(g) obtain the prior approval of the Board (including a majority of

the Independent Directors) for any and all investments in Property which do

not meet all of the requirements set forth in Section 4(b) hereof;

(h) negotiate on behalf of the Company with banks or lenders for loans

to be made to the Company, and negotiate on behalf of the Company with

investment banking firms and broker-dealers or negotiate private sales of

Shares and Securities or obtain loans for the Company, but in no event in

such a way so that the Advisor shall be acting as broker-dealer or

underwriter; and provided, further, that any fees and costs payable to

third parties incurred by the Advisor in connection with the foregoing

shall be the responsibility of the Company;

(i) obtain reports (which may be prepared by the Advisor or its

Affiliates), where appropriate, concerning the value of investments or

contemplated investments of the Company in Investment Assets;

(j) obtain for, or provide to, the Company such services as may be

required in acquiring, managing and disposing of Investment Assets,

including, but not limited to: (i) the negotiation, making and servicing of

Loans; (ii) the disbursement and collection of Company monies; (iii) the

payment of debts of and fulfillment of the obligations of the Company; and

(iv) the handling, prosecuting and settling of any claims of or against the

Company, including, but not limited to, foreclosing and otherwise enforcing

mortgages and other liens securing the Loans;

(k) from time to time, or at any time reasonably requested by the

Board, make reports to the Board of its performance of services to the

Company under this Agreement;

(l) communicate on behalf of the Company with Shareholders as required

to satisfy the reporting and other requirements of any governmental bodies

or agencies to Shareholders and third parties and otherwise as requested by

the Company;

(m) provide or arrange for administrative services and items, legal

and other services, office space, office furnishings, personnel and other

overhead items necessary and incidental to the Company's business and

operations;

(n) provide the Company with such accounting data and any other

information requested by the Company concerning the investment activities

of the Company as shall be required to prepare and to file all periodic

financial reports and returns required to be filed with the Securities and

Exchange Commission and any other regulatory agency, including annual

financial statements;

(o) maintain the books and records of the Company;

(p) supervise the performance of such ministerial and administrative

functions as may be necessary in connection with the daily operations of

the Properties and Loans;

(q) provide the Company with all necessary cash management services;

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(r) do all things necessary to assure its ability to render the

services described in this Agreement;

(s) perform such other services as may be required from time to time

for management and other activities relating to the assets of the Company

as the Advisor shall deem advisable under the particular circumstances;

(t) arrange to obtain on behalf of the Company as requested by the

Board, and deliver to or maintain on behalf of the Company copies of, all

appraisals obtained in connection with investments in Properties and Loans;

and

(u) if a transaction, proposed transaction or other matter requires

approval by the Board or by the Independent Directors, deliver to the Board

or the Independent Directors, as the case may be, all documentation

reasonably requested by them to properly evaluate such transaction,

proposed transaction or other matter.

4. Authority of Advisor.

(a) Pursuant to the terms of this Agreement (and subject to the

restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and

in Section 7 hereof), and subject to the continuing and exclusive authority

of the Board over the management of the Company, the Board hereby delegates

to the Advisor the authority to: (1) locate, analyze and select investment

opportunities; (2) structure the terms and conditions of transactions

pursuant to which investments will be made or acquired for the Company; (3)

acquire Property, make or acquire Loans and make or acquire Other Permitted

Investment Assets in compliance with the investment objectives and policies

of the Company; (4) arrange for financing or refinancing, or make changes

in the asset or capital structure of, and dispose of or otherwise deal

with, Investment Assets; (5) enter into leases and service contracts for

Properties, and perform other property level operations; (6) oversee

non-affiliated property managers and other non-affiliated Persons who

perform services for the Company; and (7) undertake accounting and other

record-keeping functions at the Investment Asset level.

(b) The consideration paid for an Investment acquired by the Company

shall ordinarily be based on the fair market value thereof. Consistent with

the foregoing provision, the Advisor may, without further approval by the

Board (except with respect to transactions subject to paragraphs (c) and

(d)) invest on behalf of the Company in an Investment Asset so long as, in

the Advisor's good faith judgment, (i) the Total Property Cost of such

Investment Asset does not exceed the fair market value thereof, and in the

case of an Investment Asset that is a Property, shall in no event exceed

the Appraised Value of such Property and (ii) the Investment Asset, in

conjunction with the Company's other investments and proposed investments,

at the time the Company is committed to purchase or originate the

Investment Asset, is reasonably expected to fulfill the Company's

investment objectives and policies as established by the Board and then in

effect. For purposes of the foregoing, Total Property Cost shall be

measured at the date the Investment Asset is acquired and shall exclude

future commitments to fund improvements. Investments not meeting the

foregoing criteria must be approved in advance by the Board.

(c) Notwithstanding anything to the contrary contained in this

Agreement, the Advisor shall not cause the Company to make investments that

do not comply with Article VIII (Restrictions on Investments and

Activities) and related sections of the Bylaws.

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(d) The prior approval of the Board, including a majority of the

Independent Directors and a majority of the Directors not interested in the

transaction, will be required for: (i) investments in Properties made

through co-investment or joint venture arrangements with the Sponsor, the

Advisor or any of their Affiliates; (ii) investments in Investment Assets

which are not contemplated by the terms of a Prospectus; (iii) transactions

that present issues which involve conflicts of interest for the Advisor or

an Affiliate (other than conflicts involving the payment of fees or the

reimbursement of expenses); (iv) the lease of assets to the Sponsor, any

Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or

sale of an Investment Asset from or to the Advisor or an Affiliate; and

(vi) the retention of any Affiliate of the Advisor to provide services to

the Company not expressly contemplated by this Agreement and the terms of

such services by such Affiliate. In addition, the Advisor shall comply with

any further approval requirements set forth in the Bylaws.

(e) The Board may, at any time upon the giving of notice to the

Advisor, modify or revoke the authority set forth in this Section 4. If and

to the extent the Board so modifies or revokes the authority contained

herein, the Advisor shall henceforth comply with such modification or

revocation, provided however, that such modification or revocation shall be

effective upon receipt by the Advisor and shall not be applicable to

investment transactions to which the Advisor has committed the Company

prior to the date of receipt by the Advisor of such notification.

5. Bank Accounts. The Advisor may establish and maintain one or more bank

accounts in its own name for the account of the Company or in the name of the

Company and may collect and deposit into any such account or accounts, and

disburse from any such account or accounts, any money on behalf of the Company,

provided that no funds shall be commingled with the funds of the Advisor; and

the Advisor shall from time to time render appropriate accountings of such

collections and payments to the Board and to the auditors of the Company.

6. Records; Access. The Advisor shall maintain appropriate records of all

its activities hereunder and make such records available for inspection by the

Board and by counsel, auditors and authorized agents of the Company, at any time

or from time to time during normal business hours. The Advisor shall at all

reasonable times have access to the books and records of the Company.

7. Limitations on Activities. Anything else in this Agreement to the

contrary notwithstanding, the Advisor shall refrain from taking any action

which, in its sole judgment made in good faith, would adversely affect the

status of the Company as a REIT, subject the Company to regulation under the

Investment Company A