Common use of Suitability and Minimum Purchase Requirements Clause in Contracts

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The With respect to Share Offers and Sales, the Managing Dealer shall, and by virtue of entering into the Distribution Agreements, each Distribution Participant shall agree to and affirm that it will use every reasonable effort, to the extent it sells Shares to investors, effort to assure that any such Shares are offered and sold (including Shares made available for purchase pursuant to the Distribution Reinvestment Plan) only to prospective investors who, in each case: (i) meet the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor managers to the Company (the "Advisor")Company; and (F) the tax and other legal and financial consequences of an investment in the Shares. (b) The Pursuant to the terms of the Distribution Agreements, the Managing Dealer will shall require Distribution Participants to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as investor and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Distribution Participant to gather such information and make such suitability determinations with respect to investors solicited by such Distribution Participant. (c) The Managing Dealer shall require each Distribution Participant to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements, including, without limitation the Omnibus Guidelines of the North American Securities Administrators Association, Inc., as amended (the “NASAA Guidelines”). (d) In addition to connection with Share Offers and Sales conducted by the foregoingManaging Dealer, the Managing Dealer shall use reasonable efforts to ensure that each investor who elects to participate in the Distribution Reinvestment Plan meets the Investor Standards and Requirements. (e) The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s rules (the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity“FINRA Rules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer agrees to comply with the applicable provisions of Article III.C of the NASAA Guidelines. (g) The Managing Dealer shall comply communicate to each of its sales agents, registered representatives and other appropriate persons associated with it the Investor Standards and Requirements, and shall require each Distribution Participant to acknowledge compliance with the requirements for determining NASAA Guidelines and the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusFINRA Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer Manager shall, and by virtue of entering into a Participating Broker Agreement, each Participating Broker shall agree to, with respect to Share Offers and Sales, affirm that it will use every reasonable effort, to the extent it sells Shares to investors, effort to assure that any such Shares are offered and sold (including Shares made available for purchase pursuant to the Distribution Reinvestment Plan) only to prospective investors who, in each case: (i) meet the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus, as amended and supplemented (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.CHP II Advisors, LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax and other legal and financial consequences of an investment in the Shares. (b) The Managing Pursuant to the terms of the Participating Broker Agreement, the Dealer will Manager shall require Participating Brokers to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as investor and any other pertinent factors deemed by the Managing Dealer Manager to be relevant. The Dealer Manager will rely upon each Participating Broker to gather such information and make such suitability determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer Manager shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements, including, without limitation the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended (the “NASAA Guidelines”). (d) In addition to connection with Share Offers and Sales conducted by the foregoingDealer Manager, the Managing Dealer Manager shall use reasonable efforts to ensure that each investor who elects to participate in the Distribution Reinvestment Plan meets the Investor Standards and Requirements. (e) The Dealer Manager shall comply fully with all the applicable provisions of FINRA’s rules (the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity“FINRA Rules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer shall Manager agrees to comply with the requirements for determining the suitability applicable provisions of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.Article III.C

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer Manager will use every reasonable effort, to the extent it sells Shares Units to investors, to assure that any such Shares Units are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the each prospective investor's overall investment objectives and portfolio structure;; and (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer Manager will make the determinations required to be made by it pursuant to Paragraph 3.4(a3.3 (a) above based on the information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer Manager to be relevant. (c) The Managing Dealer Manager shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a3.3(a) and 3.4(b3.3(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer Manager shall comply fully with all the applicable provisions of the NASD's NASD Conduct Rules and the following provisions: (i) the Managing Dealer Manager shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing DealerDealer Manager, that (A) each investor to whom the Managing Dealer Manager sells Shares Units is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the SharesUnits, (B) each investor to whom the Managing Dealer Manager sells Shares Units has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares Units (including potential loss and lack of liquidity), and (C) the Shares Units otherwise are or will be a suitable investment for each investor to whom the Managing Dealer Manager sells SharesUnits, and the Managing Dealer Manager shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer Manager shall not execute any transaction involving the purchase of Shares Units in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer Manager shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Sharesshares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer Manager shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the SharesUnits, the Managing Dealer Manager shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the SharesUnits. (e) The Managing Dealer Manager shall comply with the requirements for determining the suitability of investors who elect to participate in the Dividend Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix Exhibit A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration StatementProspectus; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Macquarie Global Growth Advisors, LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above herein based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) To the extent the Managing Dealer sells Shares to investors, it shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan and the automatic purchase plan of the Company (“Automatic Purchase Plan”). (e) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions:Rules. (if) the The Managing Dealer shall have reasonable grounds agrees to believecomply with the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, based upon information provided by Inc. on May 7, 2007 (the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that “NASAA Guidelines”). (Ag) each investor to whom the The Managing Dealer sells Shares is or hereby represents that it will be in a financial position communicate to each of its sales agents, representatives and other appropriate to enable him to realize to a significant extent persons associated with it the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Sharesabove-referenced suitability standards, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds require each Participating Broker that it may engage to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Health Care Advisors, Inc., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix Exhibit A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Advisors, Inc., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effortshall, and, by virtue of entering into the Participating Broker Agreement, each Participating Broker shall agree to, with respect to the extent it sells Shares to investorsShare Offers and Sales in which they are broker of record, to assure that any such Shares are offered and sold (including Shares made available for purchase to investors who participate in the distribution reinvestment plan (the “Reinvestment Plan”) the Company) pursuant thereto only to prospective investors who, in each case: (i) meet meets the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements requirements, set forth in the Registration StatementProspectus, as amended and supplemented (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have has an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of CNL Fund Advisors II, LLC and KKR Credit Advisors (US) LLC, which are the officers investment adviser and directors of CNL Hospitality Corp.investment sub-adviser, the advisor respectively, to the Company (collectively, the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax and other legal and financial consequences to such prospective investor of an investment in the Shares. (b) The Pursuant to the terms of the Participating Broker Agreements, the Managing Dealer will shall require Participating Brokers to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the to, such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration Statement, Requirements as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein, for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to connection with Share Offers and Sales conducted by the foregoingManaging Dealer, the Managing Dealer shall use reasonable efforts to ensure that each investor who elects to participate in the Reinvestment Plan meets the Investor Standards and Requirements. (e) The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s rules (the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity“FINRA Rules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer agrees to comply with the applicable provisions of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. as amended (the “NASAA Guidelines”). (g) The Managing Dealer shall comply communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and shall require each Participating Broker to acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration StatementProspectus; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Macquarie Global Income Advisors, LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above herein based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) To the extent the Managing Dealer sells Shares to investors, it shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan and the automatic purchase plan of the Company (“Automatic Purchase Plan”). (e) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions:Rules. (if) the The Managing Dealer shall have reasonable grounds agrees to believecomply with the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, based upon information provided by Inc. on May 7, 2007 (the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that “NASAA Guidelines”). (Ag) each investor to whom the The Managing Dealer sells Shares is or hereby represents that it will be in a financial position communicate to each of its sales agents, representatives and other appropriate to enable him to realize to a significant extent persons associated with it the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Sharesabove-referenced suitability standards, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds require each Participating Broker that it may engage to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Retirement Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every commercially reasonable effort, to the extent it or any Participating Broker sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably be expected to benefit from an investment in the Company based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.CBRE Advisors LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph Section 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer may rely upon a Participating Broker to gather such information and make a suitability determination in respect of investors solicited by a Participating Broker. (c) The Managing Dealer Dealer, or a Participating Broker, as appropriate, shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater that time period as shall comply with all required by applicable federallaws, state rules and other regulatory requirementsregulations. (d) In addition to the foregoing, the The Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions:Rules. (ie) To the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom extent the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer investors it shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "“Reinvestment Plan"”). (f) in accordance The Managing Dealer agrees to comply with the procedure set forth in Paragraph 6 provisions of such Reinvestment Plan in Article III.C of the form Statement of Appendix A Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). (g) The Managing Dealer hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the Prospectusabove-referenced suitability standards, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the NASAA Guidelines and NASD Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: : (A) the fundamental risks of the investment; ; (B) the risk that the prospective investor may lose the entire investment; ; (C) the lack of liquidity of the Shares; ; (D) the restrictions on transferability of the Shares; ; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Bxxxxx Management Company, Ltd., the advisor to the Company (the "“Advisor"”); and and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "“Reinvestment Plan"”) in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer Manager will use every reasonable effort, to the extent it sells Shares Units to investors, to assure that any such Shares Units are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the each prospective investor's ’s overall investment objectives and portfolio structure;; and (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer Manager will make the determinations required to be made by it pursuant to Paragraph 3.4(a3.3 (a) above based on the information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer Manager to be relevant. (c) The Managing Dealer Manager shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a3.3(a) and 3.4(b3.3(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer Manager shall comply fully with all the applicable provisions of the NASD's FINRA’s Conduct Rules and the following provisions: (i) the Managing Dealer Manager shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing DealerDealer Manager, that (A) each investor to whom the Managing Dealer Manager sells Shares Units is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the SharesUnits, (B) each investor to whom the Managing Dealer Manager sells Shares Units has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares Units (including potential loss and lack of liquidity), and (C) the Shares Units otherwise are or will be a suitable investment for each investor to whom the Managing Dealer Manager sells SharesUnits, and the Managing Dealer Manager shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer Manager shall not execute any transaction involving the purchase of Shares Units in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer Manager shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Sharesshares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer Manager shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the SharesUnits, the Managing Dealer Manager shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the SharesUnits. (e) The Managing Dealer Manager shall comply with the requirements above for determining the suitability of investors who elect to participate in the Distribution Reinvestment Plan (the "“Reinvestment Plan"”) described in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration StatementProspectus; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Global Growth Advisors, LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above herein based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) To the extent the Managing Dealer sells Shares to investors, it shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan. (e) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions:Rules. (if) the The Managing Dealer shall have reasonable grounds agrees to believecomply with the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, based upon information provided by Inc. on May 7, 2007 (the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that “NASAA Guidelines”). (Ag) each investor to whom the The Managing Dealer sells Shares is or hereby represents that it will be in a financial position communicate to each of its sales agents, representatives and other appropriate to enable him to realize to a significant extent persons associated with it the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Sharesabove-referenced suitability standards, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds require each Participating Broker that it may engage to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Retirement Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer shall require Participating Brokers to affirm that it will use every reasonable effort, with respect to the extent Share Offers and Sales in which it sells Shares to investorsis involved (including Reinvestment Plan purchases), to assure that any such Shares are offered and sold pursuant thereto only to prospective investors who, in each case: (i) meet meets the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have has an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Properties Corp., a Florida corporation, the advisor to the Company (the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax consequences to such prospective investor of an investment in the Shares. (b) The Managing Dealer will shall require Participating Brokers to affirm that they make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to the foregoing, the The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s conduct rules (the NASD's “FINRA Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidityRules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall agrees to comply with the requirements for determining provisions of Article III.C of the suitability Statement of investors who elect to participate in Policy Regarding Real Estate Investment Trusts of the Reinvestment Plan North American Securities Administrators Association, Inc., as amended (the "Reinvestment Plan"“NASAA Guidelines”). (f) in accordance The Managing Dealer shall communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in NASAA Guidelines and the form of Appendix A to the ProspectusFINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.CBRE Advisors LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) In addition to To the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom extent the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Sharesinvestors, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer it shall comply with the requirements for determining the suitability of investors who elect to participate in the Dividend Reinvestment Plan of the Company (the "“Reinvestment Plan"”). (e) in accordance The Managing Dealer agrees to comply with the procedure set forth in Paragraph 6 provisions of such Reinvestment Plan in Article III.C of the form Statement of Appendix A Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). (f) The Managing Dealer hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the Prospectusabove-referenced suitability standards, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the NASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: : (A) the fundamental risks of the investment; ; (B) the risk that the prospective investor may lose the entire investment; ; (C) the lack of liquidity of the Shares; ; (D) the restrictions on transferability of the Shares; ; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Xxxxxx Management Company, Ltd., the advisor to the Company (the "Advisor"); and and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: : (A) the fundamental risks of the investment; ; (B) the risk that the prospective investor may lose the entire investment; ; (C) the lack of liquidity of the Shares; ; (D) the restrictions on transferability of the Shares; ; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Burton Management Company, Ltd., the advisor to the Company (the "Advisor"); and and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Income Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effortshall, and, by virtue of entering into the Participating Broker Agreement, each Participating Broker shall agree to, with respect to the extent it sells Shares to investorsShare Offers and Sales in which they are broker of record, to assure that any such Shares are offered and sold (including Reinvestment Plan purchases) pursuant thereto only to prospective investors who, in each case: (i) meet meets the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements requirements, set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have has an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of CNL Fund Advisors Company and KKR Asset Management LLC, which are the officers investment adviser and directors of CNL Hospitality Corp.investment sub-adviser, the advisor respectively, to the Company (collectively, the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax and other legal and financial consequences to such prospective investor of an investment in the Shares. (b) The Pursuant to the terms of the Participating Broker Agreements, the Managing Dealer will shall require Participating Brokers to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the to, such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration Statement, Requirements as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein, for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to connection with Share Offers and Sales conducted by the foregoingManaging Dealer, the Managing Dealer shall use reasonable efforts to ensure that each investor who elects to participate in the Reinvestment Plan meets the Investor Standards and Requirements. (e) The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s conduct rules (the NASD's “FINRA Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidityRules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer agrees to comply with the applicable provisions of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. as amended (the “NASAA Guidelines”). (g) The Managing Dealer shall comply communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and shall require each Participating Broker to acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer Manager will use every reasonable effort, to the extent it sells Shares Units to investors, to assure that any such Shares Units are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Companyprospectus, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company investment based on the prospective investor's overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each the prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares.: (b) The Managing Dealer Manager will make the determinations required to be made by it pursuant to Paragraph 3.4(a2.3 (a) above based on the information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer Manager to be relevant. (c) The Managing Dealer Manager shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a2.3(a) and 3.4(b2.3(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer Manager shall comply fully with all the applicable provisions of the NASD's Conduct NASD Rules of Fair Practice and the following provisions: (i) the Managing Dealer Manager shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing DealerDealer Manager, that (Athat(A) each investor to whom the Managing Dealer Manager sells Shares Units is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the SharesUnits. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company an investment in Shares based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Retirement Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, and other investments of the prospective investorinvestments, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate adequately and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of at Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will require each Participating Broker to affirm that it will use every reasonable effort, with respect to the extent Share Offers and Sales in which it sells Shares to investorsis involved (including automatic purchase plan and Reinvestment Plan purchases), to assure that any such Shares are offered and sold pursuant thereto only to prospective investors who, in each case: (i) meet the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Diversified Lifestyle Company, the advisor to the Company (the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax consequences to such prospective investor of an investment in the Shares. (b) The Managing Dealer will shall require each Participating Broker to affirm that it make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to the foregoing, the The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s conduct rules (the NASD's “FINRA Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidityRules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall agrees to comply with the requirements for determining provisions of Article III.C of the suitability Statement of investors who elect to participate in Policy Regarding Real Estate Investment Trusts of the Reinvestment Plan North American Securities Administrators Association, Inc., as amended (the "Reinvestment Plan"“NASAA Guidelines”). (f) in accordance The Managing Dealer shall communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in NASAA Guidelines and the form of Appendix A to the ProspectusFINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each the prospective investor's overall financial situation; and (iv) have has apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Fund Advisors, Inc., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Dividend Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix Exhibit A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use Manager shall make every reasonable efforteffort to determine that the purchase of Units is a suitable and appropriate investment for each investor. In making this determination, to the extent it sells Shares to investors, to assure Dealer Manager shall ascertain that any such Shares are sold only to investors whoeach prospective investor: (i) meet the investor suitability standards, including meets the minimum income and net worth standard standards established by for the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each the prospective investor's ’s overall financial situation; and (iv) have has apparent understanding of: : (A1) the fundamental risks of the investment; ; (B2) the risk that the prospective investor may lose the entire investment; ; (C3) the lack of liquidity of the Shares; Units; (D4) the restrictions on transferability of the Shares; Units; (E5) the background and qualifications of the officers Sponsor or the persons responsible for directing and directors of CNL Hospitality Corp., managing the advisor to the Company Company; and (the "Advisor"); and (F6) the tax consequences of an investment in the Sharesinvestment. (b) The Managing Dealer Manager will make the determinations required to be made by it pursuant to Paragraph 3.4(a3.3 (a) above based on the information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer Manager to be relevant. (c) The Managing Dealer Manager shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a3.3(a) and 3.4(b3.3(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer Manager shall comply fully with all the applicable provisions of the NASD's FINRA’s Conduct Rules and the following provisions: (i) the Managing Dealer Manager shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing DealerDealer Manager, that (A) each investor to whom the Managing Dealer Manager sells Shares Units is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the SharesUnits, (B) each investor to whom the Managing Dealer Manager sells Shares Units has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares Units (including potential loss and lack of liquidity), and (C) the Shares Units otherwise are or will be a suitable investment for each investor to whom the Managing Dealer Manager sells SharesUnits, and the Managing Dealer Manager shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer Manager shall not execute any transaction involving the purchase of Shares Units in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer Manager shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Sharesshares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer Manager shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the SharesUnits, the Managing Dealer Manager shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the SharesUnits. (e) The Managing Dealer Manager shall comply with the requirements above for determining the suitability of investors who elect to participate in the Distribution Reinvestment Plan (the "“Reinvestment Plan"”) described in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Real Estate Advisors, Inc., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Dividend Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix Exhibit A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer shall by virtue of entering into a Participating Broker Agreement require Participating Brokers to affirm that it will use every reasonable effort, with respect to the extent it sells Shares to investors, Share Offers and Sales in they are broker of record to assure that any such Shares are offered and sold pursuant thereto only to prospective investors who, in each case including Reinvestment Plan Purchases: (i) meet meets the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have has an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Properties Corp, a Florida corporation, the advisor to the Company (the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax and other legal and financial consequences to such prospective investor of an investment in the Shares. (b) The Pursuant to the terms of the Participating Broker Agreement, the Managing Dealer will shall require Participating Brokers to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to connection with the foregoingShare Offers and Sales conducted by the Managing Dealer, the Managing Dealer shall use reasonable efforts to ensure that each investor who elects to participate in the Reinvestment Plan meets the Investor Standards and Requirements. (e) The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s conduct rules (the NASD's “FINRA Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidityRules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer agrees to comply with the applicable provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended (the “NASAA Guidelines”). (g) The Managing Dealer shall comply communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and shall require each Participating Broker that it may engage to acknowledge compliance with the requirements for determining NASAA Guidelines and the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusFINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration StatementProspectus; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of Macquarie CNL Hospitality Corp.Global Income Advisors, LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above herein based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) To the extent the Managing Dealer sells Shares to investors, it shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan and the automatic purchase plan of the Company (“Automatic Purchase Plan”). (e) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions:Rules. (if) the The Managing Dealer shall have reasonable grounds agrees to believecomply with the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, based upon information provided by Inc. on May 7, 2007 (the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that “NASAA Guidelines”). (Ag) each investor to whom the The Managing Dealer sells Shares is or hereby represents that it will be in a financial position communicate to each of its sales agents, representatives and other appropriate to enable him to realize to a significant extent persons associated with it the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Sharesabove-referenced suitability standards, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds require each Participating Broker that it may engage to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.CBRE Advisors LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) In addition to To the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom extent the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Sharesinvestors, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer it shall comply with the requirements for determining the suitability of investors who elect to participate in the Dividend Reinvestment Plan of the Company (the "“Reinvestment Plan"”). (e) in accordance The Managing Dealer agrees to comply with the procedure set forth in Paragraph 6 provisions of such Reinvestment Plan in Article III.C, D and E of the form Statement of Appendix A Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). (f) The Managing Dealer hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the Prospectusabove-referenced suitability standards, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the NASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effortshall, and, by virtue of entering into the Participating Broker Agreement, each Participating Broker shall agree to, with respect to the extent it sells Shares to investorsShare Offers and Sales in which they are broker of record, to assure that any such Shares are offered and sold (including Shares made available for purchase to investors who participate in the distribution reinvestment plan (the “Reinvestment Plan”)) pursuant thereto only to prospective investors who, in each case: (i) meet meets the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements requirements, set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have has an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of CNL Fund Advisors II, LLC and KKR Credit Advisors (US) LLC, which are the officers investment adviser and directors of CNL Hospitality Corp.investment sub-adviser, the advisor respectively, to the Company (collectively, the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax and other legal and financial consequences to such prospective investor of an investment in the Shares. (b) The Pursuant to the terms of the Participating Broker Agreements, the Managing Dealer will shall require Participating Brokers to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the to, such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration Statement, Requirements as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein, for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to connection with Share Offers and Sales conducted by the foregoingManaging Dealer, the Managing Dealer shall use reasonable efforts to ensure that each investor who elects to participate in the Reinvestment Plan meets the Investor Standards and Requirements. (e) The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s rules (the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity“FINRA Rules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer agrees to comply with the applicable provisions of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. as amended (the “NASAA Guidelines”). (g) The Managing Dealer shall comply communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and shall require each Participating Broker to acknowledge compliance with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusNASAA Guidelines and FINRA Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Health Care Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company an investment in Shares based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Income Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, and other investments of the prospective investorinvestments, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate adequately and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of at Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each the prospective investor's overall financial situation; and (iv) have has apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Fund Advisors, Inc., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct NASD Rules of Fair Practice and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Dividend Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix Exhibit A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer shall require Participating Brokers to affirm that it will use every reasonable effort, with respect to the extent Share Offers and Sales in which it sells Shares to investorsis involved (including automatic purchase plan and Reinvestment Plan purchases), to assure that any such Shares are offered and sold pursuant thereto only to prospective investors who, in each case: (i) meet meets the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are is able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have has an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Diversified Lifestyle Company, the advisor to the Company (the "“Advisor"”); and (F) the need for such prospective investor to consult with its own advisers regarding any tax consequences to such prospective investor of an investment in the Shares. (b) The Managing Dealer will shall require Participating Brokers to affirm that they make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other statutory and regulatory requirements. (d) In addition to the foregoing, the The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s conduct rules (the NASD's “FINRA Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidityRules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall agrees to comply with the requirements for determining provisions of Article III.C of the suitability Statement of investors who elect to participate in Policy Regarding Real Estate Investment Trusts of the Reinvestment Plan North American Securities Administrators Association, Inc., as amended (the "Reinvestment Plan"“NASAA Guidelines”). (f) in accordance The Managing Dealer shall communicate to each of its agents, representatives and other appropriate persons associated with it the Investor Standards and Requirements, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in NASAA Guidelines and the form of Appendix A to the ProspectusFINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company an investment in Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Corp. and CNL Lodging Advisors II Corp, the advisor to Company’s advisors (collectively the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to to, the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, and other investments of the prospective investorinvestments, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as to the extent required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, to the extent required by Paragraphs 3.4(a) and 3.4(b), the Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate adequately and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "“Reinvestment Plan"”) in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of at Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Lifestyle Company, LLC, the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) In addition to To the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom extent the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Sharesinvestors, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer it shall comply with the requirements for determining the suitability of investors who elect to participate in the Amended and Restated Reinvestment Plan of the Company (the "“Reinvestment Plan"”) in accordance and/or any Automatic Purchase Plan. (e) The Managing Dealer agrees to comply with the procedure set forth in Paragraph 6 provisions of such Reinvestment Plan in Article III.C of the form Statement of Appendix A Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). (f) The Managing Dealer hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the Prospectusabove-referenced suitability standards, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the NASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard standards established by the Company, and the minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from an investment in the Company Shares based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Income Corp., the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon a Participating Broker to gather such information and make a suitability determination with respect to investors solicited by a Participating Broker. (c) The Managing Dealer or a Participating Broker shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) In addition to To the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom extent the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Sharesinvestors, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer it shall comply with the requirements for determining the suitability of investors who elect to participate in the Amended and Restated Reinvestment Plan of the Company (the "“Reinvestment Plan"”). (e) in accordance The Managing Dealer agrees to comply with the procedure set forth in Paragraph 6 provisions of such Reinvestment Plan in Article III.C of the form Statement of Appendix A Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). (f) The Managing Dealer hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the Prospectusabove-referenced suitability standards, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the NASAA Guidelines and FINRA Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (iv) have apparent understanding of: (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the Company (the "Advisor"); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(a) above based on information it has obtained from a prospective investor, including, at a minimum, but not limited to the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. (c) The Managing Dealer shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a) and 3.4(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the Managing Dealer shall comply fully with all the applicable provisions of the NASD's Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate adequately and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsorAdvisor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer shall comply with the requirements for determining the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the Prospectus.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer will use every reasonable effort, to the extent it sells Shares to investors, to assure that any such Shares are sold only to investors who: (i) meet the investor suitability standards, including the minimum income and net worth standard established by the Company, and minimum purchase requirements set forth in the Registration Statement; (ii) can reasonably benefit from an investment in the Company based on the prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each prospective investor's ’s overall financial situation; and (iv) have apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the prospective investor may lose the entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Income Corp., the advisor to the Company (the "“Advisor"”); and (F) the tax consequences of an investment in the Shares. (b) The Managing Dealer will make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 3.3(a) above based on information it has obtained from a prospective investor, including, at a minimum, including but not limited to the prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer may rely upon a Participating Broker to gather such information and make a suitability determination in respect of investors solicited by a Participating Broker. (c) The Managing Dealer Dealer, or a Participating Broker, shall maintain such records evidencing compliance with the determination of the investor suitability standards and minimum purchase requirements set forth in the Registration Statement, as required by Paragraphs 3.4(a3.3(a) and 3.4(b3.3(b) above for a period of not less than six (6) years, or for such greater time period as shall comply with all applicable federal, state and other regulatory requirements. (d) In addition to the foregoing, the The Managing Dealer shall comply fully with all the applicable provisions of the NASD's ’s Conduct Rules and the following provisions:Rules. (ie) To the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom extent the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Sharesinvestors, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (e) The Managing Dealer it shall comply with the requirements for determining the suitability of investors who elect to participate in the Amended and Restated Reinvestment Plan (the "“Reinvestment Plan"”). (f) in accordance The Managing Dealer agrees to comply with the procedure set forth in Paragraph 6 provisions of such Reinvestment Plan in Article III.C of the form Statement of Appendix A Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). (g) The Managing Dealer hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the Prospectusabove-referenced suitability standards, and the Managing Dealer shall require each Participating Broker that it may engage to acknowledge compliance with the NASAA Guidelines and NASD Conduct Rules.

Suitability and Minimum Purchase Requirements. (a) The Managing Dealer shall by virtue of entering into a Participating Broker Agreement require each Participating Broker to affirm that it will use every reasonable effort, with respect to the extent it sells Shares to investors, Share Offers and Sales to assure that any such Shares are offered and sold pursuant thereto only to prospective investors who, in each case including distribution reinvestment plan (“Reinvestment Plan”) Purchases: (i) meet the investor suitability standardsstandards for the purchase of Shares, including the minimum income and net worth standard established by standards and the Company, and minimum purchase requirements set forth in the Registration StatementProspectus (the “Investor Standards and Requirements”); (ii) can reasonably benefit from an investment in the Company Shares based on the such prospective investor's ’s overall investment objectives and portfolio structure; (iii) are able to bear the economic risk of the investment based on each such prospective investor's ’s overall financial situation; and (iv) have an apparent understanding of: of (A) the fundamental risks of the investment; (B) the risk that the such prospective investor may lose the its entire investment; (C) the lack of liquidity of the Shares; (D) the restrictions on transferability of the Shares; (E) the background and qualifications of the officers and directors of CNL Hospitality Corp.Properties Corp, a Florida corporation, the advisor to the Company (the "“Advisor"”); and (F) the tax and other legal and financial consequences of an investment in the Shares. (b) The Pursuant to the terms of the Participating Broker Agreement, the Managing Dealer will shall require Participating Brokers to make the determinations required to be made by it pursuant to Paragraph 3.4(aSection 2.3(a) above based on information it has they have obtained from a each prospective investor, including, at a minimum, including but not limited to the such prospective investor's ’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as well as investor and any other pertinent factors deemed by the Managing Dealer to be relevant. The Managing Dealer will rely upon each Participating Broker to gather such information and make such suitability determinations with respect to investors solicited by such Participating Broker. (c) The Managing Dealer shall require each Participating Broker to maintain such records evidencing compliance with the determination of the investor suitability standards Investor Standards and minimum purchase requirements set forth in the Registration StatementRequirements, as required by Paragraphs 3.4(aSections 2.3(a) and 3.4(b2.3(b) above herein for a period of not less than six (6) years, or for such greater time period as shall that required in order to comply with all applicable federal, state and other regulatory requirements. (d) In addition to connection with the foregoingShare Offers and Sales conducted by the Managing Dealer, the Managing Dealer shall use reasonable efforts to ensure that each investor who elects to participate in the Reinvestment Plan meets the Investor Standards and Requirements. (e) The Managing Dealer shall comply fully with all the applicable provisions of FINRA’s conduct rules (the NASD's “FINRA Conduct Rules and the following provisions: (i) the Managing Dealer shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Managing Dealer, that (A) each investor to whom the Managing Dealer sells Shares is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B) each investor to whom the Managing Dealer sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidityRules”), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom the Managing Dealer sells Shares, and the Managing Dealer shall maintain files disclosing the basis upon which the determination of suitability was made; (ii) the Managing Dealer shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) the Managing Dealer shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequate and accurately disclosed in the Registration Statement and provide a basis for evaluating the Shares; (iv) in making the determination set forth in item (iii) above, the Managing Dealer shall evaluate items of compensation, properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and any other information deemed pertinent by it; and (v) prior to executing a purchase transaction in the Shares, the Managing Dealer shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (ef) The Managing Dealer agrees to comply with the applicable provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended (the “NASAA Guidelines”). (g) The Managing Dealer shall comply communicate to each of its sales agents, registered representatives and other appropriate persons associated with it the Investor Standards and Requirements, and shall require each Participating Broker that it may engage to acknowledge compliance with the requirements for determining NASAA Guidelines and the suitability of investors who elect to participate in the Reinvestment Plan (the "Reinvestment Plan") in accordance with the procedure set forth in Paragraph 6 of such Reinvestment Plan in the form of Appendix A to the ProspectusFINRA Conduct Rules.