Exhibit 10.20


     

      
        

      

    

    Exhibit
      10.20


     

    INDEMNIFICATION
      AGREEMENT

     

    


    THIS
      INDEMNIFICATION AGREEMENT is made and entered into as of the ___ day of June
      2006 ("Agreement"), by and between CNL Hotels & Resorts, Inc., a Maryland
      corporation (the "Company"), and     _______
      ("Indemnitee").

     

    WHEREAS,
      at the request of the Company, Indemnitee currently serves as a director and/or
      officer of the Company and may, therefore, be subjected to claims, suits or
      proceedings arising as a result of his service; and

     

    WHEREAS,
      as an inducement to Indemnitee to continue to serve as such director and/or
      officer, the Company has agreed to indemnify and to advance expenses and costs
      incurred by Indemnitee in connection with any such claims, suits or proceedings,
      to the maximum extent permitted by law; and

     

    WHEREAS,
      the parties by this Agreement desire to set forth their agreement regarding
      indemnification and advance of expenses;

     

    NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the Company and Indemnitee do hereby covenant and agree as follows:

     

    Section
      1.  Definitions.
      For
      purposes of this Agreement:

     

    (a)  "Change
      in Control" means a change in control of the Company occurring after the
      Effective Date of a nature that would be required to be reported in response
      to
      Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar
      item
      on any similar schedule or form) promulgated under the Securities Exchange
      Act
      of 1934, as amended (the "Act"), whether or not the Company is then subject
      to
      such reporting requirement; provided, however, that, without limitation, such
      a
      Change in Control shall be deemed to have occurred if after the Effective Date
      (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act)
      is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
      directly or indirectly, of securities of the Company representing 30% or more
      of
      the combined voting power of the Company's then outstanding securities without
      the prior approval of at least two-thirds of the members of the Board of
      Directors in office immediately prior to such person attaining such percentage
      interest; (ii) there occurs a proxy contest, or the Company is a party to a
      merger, consolidation, sale of assets, plan of liquidation or other
      reorganization not approved by at least two-thirds of the members of the Board
      of Directors then in office, as a consequence of which members of the Board
      of
Directors
      in office immediately prior to such transaction or event constitute less than
      a
      majority of the Board of Directors thereafter; or (iii) during any period of
      two
      consecutive years, other than as a result of an event described in clause
      (a)(ii) of this Section
      1, individuals who at the beginning of such period constituted the Board of
      Directors (including for this purpose any new director whose election or
      nomination for election by the Company's stockholders was approved by a vote
      of
      at least two-thirds of the directors then still in office who were directors
      at
      the beginning of such period) cease for any reason to constitute at least a
      majority of the Board of Directors.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    (b)  "Corporate
      Status" means the status of a person who is or was a director, trustee, officer,
      employee, member, partner or agent of the Company or of any other corporation,
      company, partnership, joint venture, trust, employee benefit plan or other
      enterprise that is a subsidiary of the Company or for which such person is
      or
      was serving at the request of an officer
      or the
      Board of Directors
      of the
      Company.

     

    (c)  "Disinterested
      Director" means a director of the Company who is not and was not a party to
      the
      Proceeding in respect of which indemnification is sought by
      Indemnitee.

     

    (d)  "Effective
      Date" means the date set forth in the first paragraph of this
      Agreement.

     

    (e)  "Expenses"
      shall include all reasonable and out-of-pocket attorneys' fees, retainers,
      court
      costs, transcript costs, fees of experts, witness fees, travel expenses,
      duplicating costs, printing and binding costs, telephone charges, postage,
      delivery service fees, and all other disbursements or expenses of the types
      customarily incurred in connection with prosecuting, defending, preparing to
      prosecute or defend, investigating, or being or preparing to be a witness in
      a
      Proceeding. 

     

    (f)  
      "Independent Counsel" means a law firm, or a member of a law firm, that is
      experienced in matters of corporation law and neither is, nor in the past five
      years has been, retained to represent: (i) the Company or Indemnitee in any
      matter material to either such party, or (ii) any other party to or witness
      in
      the Proceeding giving rise to a claim for indemnification hereunder.
      Notwithstanding the foregoing, the term "Independent Counsel" shall not include
      any person who, under the applicable standards of professional conduct then
      prevailing, would have a conflict of interest in representing either the Company
      or Indemnitee in an action to determine Indemnitee's rights under this
      Agreement. If a Change of Control has not occurred, Independent Counsel shall
      be
      selected by the Board of Directors, with
      the
      approval of Indemnitee, which approval will not be unreasonably
      withheld
      or
      delayed.
      If a
      Change of Control has occurred, Independent Counsel shall be recommended
      by
      the
      Indemnitee, and
      approved by
      the
      Board of Directors, which approval will not be unreasonably withheld
      or
      delayed.
      

     

    (g)  "Proceeding"
      includes any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, administrative hearing,
      inquiry or any other proceeding, whether civil, criminal, administrative or
      investigative (including on appeal) unless otherwise specifically agreed in
      writing by the Company and Indemnitee.

     

    Section
      2.  Services
      by Indemnitee.
      This
      Agreement shall not impose any obligation on Indemnitee or the Company to
      continue Indemnitee’s service to the Company beyond any period otherwise
      required by law or by other agreements or commitments of the parties, if
      any.

     

    Section
      3.  Indemnification
      - General.
      The
      Company shall indemnify and,
      without
      need for any Board determination,
      advance
      Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise
      to
      the maximum extent permitted by Maryland law in effect from
      time
      to time; provided, however, that no change in Maryland law shall have the effect
      of reducing the benefits available to Indemnitee hereunder based on Maryland
      law
      as in effect on the Effective Date. The
      rights of Indemnitee provided in this Section 3 shall include, without
      limitation, the rights set forth in the other sections of this Agreement,
      including any additional indemnification permitted by Section 2-418(g) of the
      Maryland General Corporation Law (“MGCL”).

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      4.  Proceedings
      Other Than Proceedings by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 4 if, by reason of his Corporate Status, he is, or is threatened to
      be,
      made a party to or a witness in any Proceeding, other than a Proceeding by
      or in
      the right of the Company. Pursuant to this Section 4, Indemnitee shall be
      indemnified against all judgments, penalties, fines and amounts paid in
      settlement and all Expenses actually and reasonably incurred by him or on his
      behalf in connection with a Proceeding by reason of his Corporate Status unless
      it is established that (i) the act or omission of Indemnitee was material to
      the
      matter giving rise to the Proceeding and (a) was committed in bad faith or
      (b)
      was the result of active and deliberate dishonesty, (ii) Indemnitee actually
      received an improper personal benefit in money, property or services, or (iii)
      in the case of any criminal Proceeding, Indemnitee had reasonable cause to
      believe that the
      act
      or omission
      was
      unlawful.

     

    Section
      5.  Proceedings
      by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 5 if, by reason of his Corporate Status, he is, or is threatened to
      be,
      made a party to or a witness in any Proceeding brought by or in the right of
      the
      Company.
      Pursuant to this Section 5, Indemnitee shall be indemnified against all amounts
      paid in settlement and all Expenses actually and reasonably incurred by him
      or
      on his behalf in connection with a
      Proceeding
      by or in
      the right of the Company
      unless
(1) it
      is
      established that (i) the act or omission of Indemnitee was material to the
      matter giving rise to such a Proceeding and
      (a) was
      committed in bad faith or (b) was the result of active and deliberate dishonesty
      or (ii) Indemnitee actually received an improper personal benefit in money,
      property or services or
      (2)
      the Indemnitee shall have been adjudged to be liable to the Company.

     

    Section
      6.  Court-Ordered
      Indemnification.
      Notwithstanding any other provision of this Agreement, a court of appropriate
      jurisdiction, upon application of Indemnitee and such notice as the court shall
      require, may order indemnification in the following circumstances:

     

    (a)  if
      it
      determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1)
      of
      the MGCL, the court shall order indemnification, in which case Indemnitee shall
      be entitled to recover the Expenses
      of
      securing such reimbursement; or

     

    (b)  if
      it
      determines that Indemnitee is fairly and reasonably entitled to indemnification
      in view of all the relevant circumstances, whether or not Indemnitee (i) has
      met
      the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii)
      has
      been adjudged liable for receipt of an improper personal benefit under Section
      2-418(c) of the MGCL, the court may order such indemnification as the court
      shall deem proper. However, indemnification with respect to any Proceeding
      by or
      in the right of the Company or in which liability shall have been adjudged
      in
      the circumstances described in Section 2-418(c) of the MGCL shall be limited
      to
      Expenses actually and reasonably incurred by him or on his behalf in connection
      with a Proceeding.

     

    Section
      7.  Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful.
      Notwithstanding any other provision of this Agreement, and without limiting
      any
      such provision, to the extent that Indemnitee is, by reason of his Corporate
      Status, made a party to and is successful, on the merits or otherwise, in the
      defense of any Proceeding, he shall be indemnified for all Expenses actually
      and
      reasonably incurred by him or on his behalf in connection therewith. If
      Indemnitee is not wholly successful in such Proceeding but is successful, on
      the
      merits or otherwise, as to one or more but less than all claims, issues or
      matters in such Proceeding, the Company shall indemnify Indemnitee under this
      Section 7 for all Expenses actually and reasonably incurred by him or on his
      behalf in connection with each successfully resolved claim, issue or matter,
      allocated on a reasonable basis
      taking
      into account a reasonable allocation of the Expenses among the matters in
      question.
      For
      purposes of this Section
      7
      and
      without limitation, the termination of any claim, issue or matter in such a
      Proceeding by dismissal, with or without prejudice, shall be deemed to be a
      successful result as to such claim, issue or matter.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      8.  Advance
      of Expenses.
      The
      Company shall advance all reasonable Expenses actually and reasonably incurred
      by or on behalf of Indemnitee in connection with any Proceeding (other than
      a
      Proceeding brought to enforce indemnification under this Agreement, applicable
      law, the Charter or Bylaws of the Company, any agreement or a resolution of
      the
      stockholders entitled to vote generally in the election of directors or of
      the
      Board of Directors) to which Indemnitee is, or is threatened to be, made a
      party
      or a witness, within ten days after the receipt by the Company of a statement
      or
      statements from Indemnitee requesting such advance or advances from time to
      time, whether prior to or after final disposition of such Proceeding. Such
      statement or statements shall reasonably evidence the Expenses incurred by
      Indemnitee and,
      in the
      case of the initial advance of Expenses,
      shall be
      preceded or accompanied by a written affirmation by Indemnitee of Indemnitee's
      good faith belief that the standard of conduct necessary for indemnification
      by
      the Company as authorized by law and by this Agreement has been met and a
      written undertaking by or on behalf of Indemnitee, in substantially the form
      attached hereto as Exhibit A or in such form as may be required under applicable
      law as in effect at the time of the execution thereof, to reimburse to
      the
      Company the
      portion of any Expenses advanced to Indemnitee relating to claims, issues or
      matters in the Proceeding as to which it shall ultimately be established that
      the standard
      of conduct has not been met and which have not been successfully resolved as
      described in Section 7.
      To the
      extent that Expenses advanced to Indemnitee do not relate to a specific claim,
      issue or matter in the Proceeding, such Expenses shall be allocated on a
      reasonable basis
      taking
      into account a reasonable allocation of the Expenses among the matters in
      question.
      The
      undertaking required by this Section 8 shall be an unlimited general obligation
      by or on behalf of Indemnitee and shall be accepted without reference to
      Indemnitee’s financial ability to repay such advanced Expenses and without any
      requirement to post security therefor.

     

    Section
      9.  Procedure
      for Determination of Entitlement to Indemnification.

     

    (a)  To
      obtain
      indemnification under this Agreement, Indemnitee shall submit to the Company
      a
      written request, including therein or therewith such documentation and
      information as is reasonably available to Indemnitee and is reasonably necessary
      to determine whether and to what extent Indemnitee is entitled to
      indemnification. The Secretary of the Company shall, promptly upon receipt
      of
      such a request for indemnification, advise the Board of Directors in writing
      that Indemnitee has requested indemnification.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Upon
      written request by Indemnitee for indemnification pursuant to the first sentence
      of Section 9(a) hereof, a determination, if required by applicable law, with
      respect to Indemnitee's entitlement thereto shall promptly be made in the
      specific case: (i) if a Change in Control shall have occurred, by Independent
      Counsel in a written opinion to the Board of Directors, a copy of which shall
      be
      delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred,
      (A) by the Board of Directors (or a duly authorized committee thereof) by a
      majority vote of a quorum consisting of Disinterested Directors (as herein
      defined), or (B) if a quorum of the Board of Directors consisting of
      Disinterested Directors is not obtainable or, even if obtainable, such quorum
      of
      Disinterested Directors so directs, by Independent Counsel in a written opinion
      to the Board of Directors, a copy of which shall be delivered to Indemnitee,
      or
      (C) if so directed by
      the
      Board of Directors, by the stockholders of the Company;
      provided that shares held by directors of the Company who are not Disinterested
      Directors may not be voted on such matter.
      If it
      is so determined that Indemnitee is entitled to indemnification, payment to
      Indemnitee shall be made within ten days after such determination. Indemnitee
      shall cooperate with the person, persons or entity making such determination
      with respect to Indemnitee's entitlement to indemnification, including providing
      to such person, persons or entity upon reasonable advance request any
      documentation or information which is not privileged or otherwise protected
      from
      disclosure and which is reasonably available to Indemnitee and reasonably
      necessary to such determination in the discretion of the Board of Directors
      or
      Independent Counsel if retained pursuant to
      this
      Section 9. Any Expenses actually and reasonably incurred by Indemnitee in so
      cooperating with the person, persons or entity making such determination shall
      be borne by the Company (irrespective of the determination as to Indemnitee's
      entitlement to indemnification) and the Company shall indemnify and hold
      Indemnitee harmless therefrom.

     

    Section
      10.   Presumptions
      and Effect of Certain Proceedings.

     

    (a)  In
      making
      a determination with respect to entitlement to indemnification hereunder, the
      person
      or
      persons or entity making such determination shall presume that Indemnitee is
      entitled to indemnification under this Agreement if Indemnitee has submitted
      a
      request for indemnification in accordance with Section 9(a) of this Agreement,
      and the Company shall have the burden of proof to overcome that presumption
      in
      connection with the making of any determination contrary to that
      presumption.

     

    (b) The
      termination of any Proceeding by judgment, order
      or
      settlement does not create a presumption that Indemnitee did not meet the
      requisite standard of conduct described herein for indemnification.

     

    (c) The
      termination of any Proceeding by conviction, or a plea of nolo contendere
      or its
      equivalent, or an entry of an order of probation prior to judgment, creates
      a
      rebuttable presumption that the Indemnitee did not meet the requisite standard
      of conduct described herein for indemnification.

     

    Section
      11.   Remedies
      of Indemnitee.

     

    (a)  If
      (i) a
      determination is made pursuant to Section 9 of this Agreement that Indemnitee
      is
      not entitled to indemnification under this Agreement, (ii) advance of Expenses
      is not timely made pursuant to Section 8 of this Agreement, (iii) no
      determination of entitlement to indemnification shall have been made pursuant
      to
      Section 9(b) of this Agreement within 60 days
      after receipt by the Company of the request for indemnification, (iv) payment
      of
      indemnification is not made pursuant to Section 7 of this Agreement within
      ten
      days after receipt by the Company of a written request therefor, or (v) payment
      of indemnification is not made within ten days after a determination has been
      made that Indemnitee is entitled to indemnification, Indemnitee shall be
      entitled to seek an
      adjudication in an appropriate court located in the
      State
      of Maryland, or in any other court of competent jurisdiction, of his entitlement
      to such indemnification or advance of Expenses. Alternatively, Indemnitee,
      at
      his option, may seek an award in arbitration to be conducted by a single
      arbitrator pursuant to the commercial Arbitration Rules of the American
      Arbitration Association. Indemnitee shall commence such proceeding seeking
      an
      adjudication or an award in arbitration within 180 days following the date
      on
      which Indemnitee first has the right to commence such proceeding pursuant to
      this Section 11(a); provided, however, that the foregoing clause shall not
      apply
      to a proceeding brought by Indemnitee to enforce his rights under Section 7
      of
      this Agreement.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  In
      any
      judicial proceeding or arbitration commenced pursuant to this Section 11 the
      Company shall have the burden of proving that Indemnitee is not entitled to
      indemnification or advance of Expenses, as the case may be.

     

    (c)  If
      a
      determination shall have been made pursuant to Section 9(b) of this Agreement
      that Indemnitee is entitled to indemnification, the Company shall be bound
      by
      such determination in any judicial proceeding or arbitration commenced pursuant
      to this Section 11, absent a misstatement by Indemnitee of a material fact,
      or
      an omission of a material fact necessary to make Indemnitee's statement not
      materially misleading, in connection with the request for
      indemnification.

     

    (d)  In
      the
      event that Indemnitee, pursuant to this Section 11, seeks a judicial
      adjudication of or an award in arbitration to enforce his rights under, or
      to
      recover damages for breach of, this Agreement, Indemnitee shall be entitled
      to
      recover from the Company, and shall be indemnified by the Company for, any
      and
      all Expenses actually and reasonably incurred by him in such judicial
      adjudication or arbitration. If it shall be determined in such judicial
      adjudication or arbitration that Indemnitee is entitled to receive part but
      not
      all of the indemnification or advance of Expenses sought, the Expenses incurred
      by Indemnitee in connection with such judicial adjudication or arbitration
      shall
      be appropriately prorated.

     

    Section
      12.   Defense
      of the Underlying Proceeding.

     

    (a)  Indemnitee
      shall notify the Company promptly upon being served with or receiving any
      summons, citation, subpoena, complaint, indictment, information, notice, request
      or other document relating to any Proceeding which may result in the right
      to
      indemnification or the advance of Expenses hereunder; provided, however, that
      the failure to give any such notice shall not disqualify Indemnitee from the
      right, or otherwise affect in any manner any right of Indemnitee, to
      indemnification or the advance of Expenses under this Agreement unless the
      Company’s ability to defend in such Proceeding or to obtain proceeds under any
      insurance policy is materially and adversely prejudiced thereby, and then only
      to the extent the Company is thereby actually so prejudiced.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Subject
      to the provisions of the last sentence of this Section 12(b) and of Section
      12(c) below, the Company shall have the right to defend Indemnitee in any
      Proceeding which may give rise to indemnification hereunder; provided, however,
      that the Company shall notify Indemnitee of any such decision to defend within
      15 days
      following receipt of notice of any such Proceeding under Section 12(a) above.
      The Company shall not, without the prior written consent of Indemnitee, which
      shall not be unreasonably withheld or delayed, consent to the entry of any
      judgment against Indemnitee or enter into any settlement or compromise which
      (i)
      includes an admission of fault of Indemnitee or (ii) does not include, as an
      unconditional term thereof, the full release of Indemnitee from all liability
      in
      respect of such Proceeding, which release shall be in form and substance
      reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to
      a
      Proceeding brought by Indemnitee under Section 11 above or Section 18
      below.

     

    (c)  Notwithstanding
      the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee
      is
      a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably
      concludes, based upon an opinion of counsel reasonably
      approved by the Company, which approval shall not be unreasonably
      withheld
      or
      delayed,
      that
      he may
      have separate defenses or counterclaims to assert with respect to any issue
      which may not be consistent with other defendants in such Proceeding, (ii)
      Indemnitee reasonably concludes, based upon an opinion of counsel reasonably
      approved by the Company, which approval shall not be unreasonably withheld
      or
      delayed,
      that an
      actual or apparent conflict of interest or potential conflict of interest exists
      between Indemnitee and the Company, or (iii) if the Company fails to assume
      the
      defense of such Proceeding in a timely manner, Indemnitee shall be entitled
      to
      be represented by separate legal counsel of Indemnitee’s choice, subject to the
      prior approval of the Company, which shall not be unreasonably
      withheld
      or
      delayed,
      at the
      expense of the Company. In addition, if the Company fails to comply with any
      of
      its obligations under this Agreement or in the event that the Company or any
      other person takes any action to declare this Agreement void or unenforceable,
      or institutes any Proceeding to deny or to recover from Indemnitee the benefits
      intended to be provided to Indemnitee hereunder, Indemnitee shall have the
      right
      to retain counsel of Indemnitee’s choice, subject to the prior reasonable
      approval of the Company, which shall not be unreasonably withheld
      or
      delayed,
      at
      the
      expense
      of the Company (subject to Section 11(d)), to represent Indemnitee in connection
      with any such matter.

     

    Section
      13.   Non-Exclusivity;
      Survival of Rights; Subrogation; Insurance.

     

    (a)  The
      rights of indemnification and advance of Expenses as provided by this Agreement
      shall not be deemed exclusive of any other rights to which Indemnitee may at
      any
      time be entitled under applicable law, the Charter or Bylaws of the Company,
      any
      agreement or a resolution of the stockholders entitled to vote generally in
      the
      election of directors or of the Board of Directors, or otherwise. No amendment,
      alteration or repeal of this Agreement or of any provision hereof shall limit
      or
      restrict any right of Indemnitee under this Agreement in respect of any action
      taken or omitted by such Indemnitee in his Corporate Status prior to such
      amendment, alteration or repeal.

     

    (b)  In
      the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and take all action necessary to secure such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable or payable or reimbursable as Expenses hereunder if
      and
      to the extent that Indemnitee has otherwise actually received such payment
      under
      any insurance policy, contract, agreement or otherwise.

     

    Section
      14.   Insurance.
      The
      Company will use its reasonable best efforts to acquire directors and officers
      liability insurance, on customary terms and conditions consistent with past
      practice, with the advice of counsel, covering Indemnitee or claim(s) made
      against Indemnitee for service as a director or officer of the Company and
      covering the Company for any indemnification or advance of Expenses made by
      the
      Company to Indemnitee for claim(s) made against Indemnitee for service as a
      director or officer of the Company. Without in any way limiting any other
      obligation under this Agreement, the Company shall indemnify Indemnitee for
      any
      payment by Indemnitee arising out of the amount of any deductible or retention
      and the amount of any excess of the aggregate of all judgments, penalties,
      fines, settlements and reasonable Expenses actually and reasonably incurred
      by
      Indemnitee in connection with a Proceeding over the coverage of any insurance
      referred to in the previous sentence.

     

    Section
      15.   Indemnification
      for Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is or may be, by reason of his Corporate Status, a witness in any
      Proceeding, whether instituted by the Company or any other party, and to which
      Indemnitee is not a party but in which the Indemnitee receives a subpoena to
      testify, he shall be advanced all reasonable Expenses and indemnified against
      all Expenses actually and reasonably incurred by him or on his behalf in
      connection therewith.

     

    Section
      16.   Duration
      of Agreement; Binding Effect.

     

    (a)  The
      indemnification and advance of Expenses provided by, or granted pursuant to,
      this Agreement shall be binding upon and be enforceable by the parties hereto
      and their respective successors and assigns (including any direct or indirect
      successor by purchase, merger, consolidation or otherwise to all or
      substantially all of the business or assets of the Company), shall continue
      as
      to an Indemnitee who has ceased to be a director, trustee, officer, employee,
      member, partner or agent of the Company or of any other corporation, company,
      partnership, joint venture, trust, employee benefit plan or other enterprise
      that is a subsidiary of the Company or for which such person is or was serving
      at the written request of the Company, and shall inure to the benefit of
      Indemnitee and his spouse, assigns, heirs, devisees, executors and
      administrators and other legal representatives.

     

    (b)  The
      Company shall require and cause any successor (whether direct or indirect by
      purchase, merger, consolidation or otherwise) to all, substantially all or
      a
      substantial part, of the business and/or assets of the Company, by written
      agreement in form and substance
      reasonably
      satisfactory to Indemnitee, expressly to assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform if no such succession had taken place.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      17.  Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including, without
      limitation, each portion of any section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable that is not itself
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby; and (b) to the fullest extent possible, the provisions of this
      Agreement (including, without limitation, each portion of any section of this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall
      be
      construed so as to give effect to the intent manifested thereby.

     

    Section
      18.   Exception
      to Right of Indemnification or Advance of Expenses.
      Notwithstanding any other provision of this Agreement, Indemnitee shall not
      be
      entitled to indemnification or advance of Expenses under this Agreement with
      respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding
      is
      brought to enforce indemnification under this Agreement, and then only to the
      extent in accordance with and as authorized by Sections 8 and 11 of this
      Agreement, or (b) the Company’s Bylaws, as amended, the Charter, a resolution of
      the stockholders entitled to vote generally in the election of directors or
      of
      the Board of Directors or an agreement approved by the Board of Directors to
      which the Company is a party expressly provide otherwise.

     

    Section
      19.   Identical
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. One such counterpart signed by the party
      against whom enforceability is sought shall be sufficient to evidence the
      existence of this Agreement.

     

    Section
      20.   Headings.
      The
      headings of the paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect the
      construction thereof.

     

    Section
      21.   Modification
      and Waiver.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties hereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a waiver of
      any
      other provisions hereof (whether or not similar) nor shall such waiver
      constitute a continuing waiver.

     

    Section
      22.   Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (i) delivered by hand
      and
      receipted for by the party to whom said notice or other communication shall
      have
      been directed, or (ii) mailed by certified or registered mail with postage
      prepaid, on the third business day after the date on which it is so
      mailed:

     

    (a)  If
      to
      Indemnitee, to: The address set forth on the signature page hereto.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  If
      to the
      Company to:

     

    CNL
      Hotels & Resorts, Inc.

    CNL
      Center II at City Commons

    420
      South
      Orange Avenue

    Suite
      700

    Orlando,
      Florida 32801

    Attn:
      General Counsel

    


    or
      to
      such other address as may have been furnished to Indemnitee by the Company
      or to
      the Company by Indemnitee, as the case may be.

    


    Section
      23.  Governing
      Law.
      The
      parties agree that this Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Maryland, without regard
      to its conflicts of laws rules.

     

    Section
      24.  Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements, written or oral,
      with
      the Company or its subsidiaries (or any predecessor of either), except the
      provisions of any employment agreement, between the Company and the
      Indemnitee.

     

    Section
      25.  Miscellaneous.
      Use of
      the masculine pronoun shall be deemed to include usage of the feminine pronoun
      where appropriate.

     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
      and
      year first above written.

     

    ATTEST: CNL
      HOTELS & RESORTS, INC.

    


    


    _________________________   
       By:
      ___________________________ 

                    
      Name:

                    
      Title:

    


    


    WITNESS:            
      


                                                                                        
      INDEMITEE

    _________________________ 

    __________________________

                  
        Name:

               
      Address:

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    EXHIBIT
      A

     

    FORM
      OF
      UNDERTAKING TO REPAY EXPENSES ADVANCED

     

    The
      Board
      of Directors of CNL Hotels & Resorts, Inc.

    


    Re:
      Undertaking to Repay Expenses Advanced

    


    Ladies
      and Gentlemen:

    


    This
      undertaking is being provided pursuant to that certain Indemnification Agreement
      dated the ___ day of June 2006, by and between CNL Hotels & Resorts, Inc.
      (the "Company") and the undersigned Indemnitee (the "Indemnification
      Agreement"), pursuant to which I am entitled to advance of expenses in
      connection with [Description
      of Proceeding]
      (the
      "Proceeding").

     

    Terms
      used herein and not otherwise defined shall have the meanings specified in
      the
      Indemnification Agreement.

     

    I
      am
      subject to the Proceeding by reason of my Corporate Status or by reason of
      alleged actions or omissions by me in such capacity. I hereby affirm that
      at
      all times, insofar as I was involved as a director and/or an officer of the
      Company, in any of the facts or events giving rise to the Proceeding, I (1)
      acted in good faith and honestly, (2) did not receive any improper personal
      benefit in money, property or services and (3) in the case of any criminal
      proceeding, had no reasonable cause to believe that any act or omission by
      me
      was unlawful.

     

    In
      consideration of the advance of Expenses by the Company for reasonable
      attorneys' fees and related expenses incurred by me in connection with the
      Proceeding (the "Advanced Expenses"), I hereby agree that if, in connection
      with
      the Proceeding, it is established that (1) an act or omission by me was material
      to the matter giving rise to the Proceeding and (a) was committed in bad faith
      or (b) was the result of active and deliberate dishonesty or (2) I actually
      received an improper personal benefit in money, property or services or (3)
      in
      the case of any criminal proceeding, I had reasonable cause to believe that
      the
      act or omission was unlawful, then I shall promptly reimburse the portion of
      the
      Advanced Expenses relating to the claims, issues or matters in the Proceeding
      as
      to which the foregoing findings have been established and which have not been
      successfully resolved as described in Section 7 of the Indemnification
      Agreement. To the extent that Advanced Expenses do not relate to a specific
      claim, issue or matter in the Proceeding, I agree that such Expenses shall
      be
      allocated on a reasonable basis taking
      into account a reasonable allocation of the Expenses among the matters in
      question.
      

     

    IN
      WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___
      day of ____________________, 200__.

    


    


     

    WITNESS:

     

    ____________________________  _____________________________(SEAL)

     

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