exhibit 10. 2 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 ” ). preliminary statement whereas, licensor is a wholly - owned subsidiary of cnl financial group, inc., a florida corporation ( “ cfg ” ) ; and 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 licensor ’ s 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 “ licensee ’ s business ” ) ; and whereas, cho wishes to obtain an exclusive