Preview | Brand License Agreement |

THIS BRAND LICENSE AGREEMENT (this Agreement) is entered into as of June __, 2006 (the Effective Date), by and between CNL INTELLECTUAL PROPERTIES, INC., a Florida corporation (Licensor) and CNL HOTELS & RESORTS, INC., a Maryland corporation (CHO) (CHO and the CHO Affiliates (as defined in Section 11(a)(iii)) below are collectively referred to herein as Licensee).

WHEREAS, Licensor owns the mark CNL, as applied to various services, and the service marks and registrations and applications therefor set forth on Appendix A attached hereto (collectively, the Marks); the Policies & Standards (as hereinafter defined) (collectively, the Proprietary Materials); and brand content, including Licensors tag lines and descriptors, domain names, including but not limited to the domain names set forth on Appendix B attached hereto, trade names, corporate names, designs, typography, color palettes, internet sites, stationery, signage, promotional items, tradeshow booths, sponsorships, events, and copyrightable works including but not limited to press releases, quarterly and annual reports, photographs, forms, advertising and marketing materials, presentations, and awards (collectively, the Brand Content); and

WHEREAS, Licensor is an owner of the Core Values & Key Behaviors set forth on Appendix C attached hereto (the Core Values) and, upon any exercise by Licensee of the option set forth in Section 1, the Core Values shall, for purposes of this Agreement, be included in the term Proprietary Materials; and

WHEREAS, CHO is a real estate investment trust (REIT), and Licensee is engaged primarily in the ownership and leasing of interests in hotels and resort properties, including, but not limited to, full service hotels and resorts, limited service hotels, extended stay hotels, and their associated amenities such as golf courses, spas, ballrooms and water parks (collectively, including the management thereof, referred to as Licensees Business); and

WHEREAS, CHO wishes to obtain an exclusive license for Licensee to incorporate Licensors Mark CNL into and use the names CNL Hotels & Resorts, CNL Hotel and CNL Resort (the CHO Names) and to obtain a license for Licensee to use the Marks, Proprietary Materials and Brand Content (collectively, the Licensed Materials) in connection with Licensees Business, which license shall be exclusive as to any activities that are prohibited by the covenant not to compete in Section 9.5 of the Merger Agreement (as defined in Section 1(d) below) during the term of said covenant, and which license shall otherwise be non-exclusive, and Licensor is willing to grant to Licensee such license of its rights provided that CHO agrees to comply (and cause the CHO Affiliates (as defined in Section 11(a)(iii) below) to comply) at all times during the Term (as defined in Section 5(a) below) with the terms and conditions of this Agreement; and

WHEREAS, Licensor now licenses, and will continue to license in the future, some or all of the Licensed Materials, excluding the CHO Names, to various entities that are affiliated in some way with CFG and/or its parent company; and

WHEREAS, CHO is therefore willing at all times during the Term to comply with, and to cause the CHO Affiliates to comply at all times during the Term with, the Policies & Standards and the other terms and conditions of this Agreement.

(d) a license to use the Marks in connection with Licensees Business in the Territory, which license shall be exclusive as to any activity prohibited by the covenant not to compete in Section 9.5(a) of that certain Amended and Restated Agreement and Plan of Merger entered into as of April 3, 2006 by and among CHO, CNL Hotels & Resorts Acquisition, LLC; CNL Hospitality Corp. (CHC); the stockholders of CHC; CNL Financial Group, Inc.; and CNL Hospitality Properties Acquisition Corp. (the Merger Agreement) during the term of said covenant not to compete, and such license shall otherwise be nonexclusive.

CHO shall have options, exercisable at any time during the term of this Agreement by giving written notice to Licensor, to (i) obtain a non-exclusive license for Licensee to use the Core Values in the Territory, and/or (ii) require Licensor to register any CHO Name(s) and/or any Mark(s) in appropriate classifications for Licensees Business at Licensees expense.

For purposes of this Agreement, the term Territory shall mean the United States, Canada, and any other country that (y) Licensee notifies Licensor in writing that it intends to use any of the CHO Names and/or the Marks in such country, and (z) the registration of such CHO Names and/or Marks is available in such country. Upon such notification Licensor shall use commercially reasonable efforts promptly to verify the availability of the CHO Names and/or the Marks for use by Licensee, and register such CHO Names and/or the Marks, in such country at Licensees expense.

The license granted herein does not obligate Licensee to use any CHO Name or any Mark, nor is it intended to prohibit Licensee from adopting or using any other trade name, trademark or service mark, whether owned or licensed by CHO, so long as any use by Licensee of any CHO Name(s) and/or any Mark(s) complies with the terms of this Agreement.

(a) The licenses set forth in Section 1 above (the Licenses) may not be assigned, pledged, encumbered or otherwise transferred by Licensee, voluntarily or involuntarily, by operation of law or otherwise, without Licensors prior written consent, which consent may be withheld in Licensors sole and absolute discretion, and any attempt to assign any of the Licenses in violation of this Agreement will immediately void the Licenses granted under this Agreement; provided, however, that in the event of an assignment or transfer of any of the Licenses as a result of a transaction described in Section 5(c)(ii) below, the termination provisions of Section 5(c) shall govern and provided, further, that to the extent that there is any conflict between this Section and Section 5(c), the terms of Section 5(c) shall govern.