CONTRIBUTION AND RIGHTS AGREEMENT

Exhibit 10.33.3

EXECUTION COPY

CONTRIBUTION AND RIGHTS AGREEMENT

Dated as of January 18, 2007

TABLE OF CONTENTS

Exhibit I — Sources and Uses
Exhibit II — MSREF Portfolio
Exhibit III — Ashford Portfolio

CONTRIBUTION AND RIGHTS AGREEMENT

     Contribution and Rights Agreement, dated as of January 18, 2007 (this "Agreement"), by and among MORGAN STANLEY REAL ESTATE FUND V U.S., L.P., a Delaware limited partnership ("MSREF"), and ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation ("Ashford"). MSREF and Ashford are referred to herein from time to time individually as a "Party" and collectively as the "Parties".

WITNESSETH

     WHEREAS, MS Resort Holdings LLC, a Delaware limited liability company ("Parent"), MS Resort Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Sub"), Ashford Sapphire Acquisition LLC, a Delaware limited liability company ("Ashford Acquisition"), MS Resort Purchaser LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("MSREF Purchaser Sub"), and CNL Hotels & Resorts, Inc., a Maryland corporation ("CNL") have entered into that certain Agreement and Plan of Merger, dated as of January 18, 2007 (the "Merger Agreement");

     WHEREAS, on the date hereof, MSREF and Ashford have entered into that certain Guaranty in favor of CNL relating to the obligations of Parent, Sub, Ashford Acquisition and MSREF Purchaser Sub under the Merger Agreement;

     WHEREAS, as set forth in Article XII of the Merger Agreement , MSREF Acquisition has entered into that certain Purchase and Sale Agreement, dated as of January 18, 2007 ("Parent Asset Purchase Agreement"), pursuant to which MSREF Purchaser Sub shall acquire the assets set forth on Exhibit II hereto (the "MSREF Acquired Assets");

     WHEREAS, as set forth in Article XII of the Merger Agreement, Ashford Acquisition has entered into that certain Ashford Asset and Joint Venture Interest Purchase Agreement, dated as of January 18, 2007 ("Ashford Asset Purchase Agreement", and together with the Parent Asset Purchase Agreement, the "Purchase Agreements"), pursuant to which Ashford Acquisition shall acquire the assets set forth on Exhibit III hereto (the "Ashford Portfolio");

     WHEREAS, following consummation of the conveyancing transactions pursuant to the Purchase Agreements, the Merger will be consummated and Parent will own the real assets and interests therein held by CNL (such assets, together with the MSREF Acquired Assets, shall be referred to as the "MSREF Portfolio");

     WHEREAS, each of MSREF and Ashford (and their respective Affiliates) are relying on each other to consummate the Merger, the Arizona Asset Sale, the Parent Asset Sale and the other transactions contemplated by the Merger Agreement (collectively, the "Transactions") and as Guarantors, they are jointly and severally liable under the Guaranty and their respective Affiliates are jointly and severally liable under the Merger Agreement;

     WHEREAS, it is the general intention of the Parties that on and after the date hereof, the assets and liabilities of CNL shall be shared by the Parties in accordance with the Sharing Percentage, except that the assets and liabilities associated with the individual Company Properties shall inure to, or be borne by, each Party based on their Respective Portfolio; and

     WHEREAS, the purpose of this Agreement is to set forth the rights and obligations of MSREF and Ashford (or their respective Affiliates, as the case may be) with respect to each other as a result of having entered into the Merger Agreement, the Guaranty and other relevant transaction documents.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth herein, the Parties agree as follows:

ARTICLE I — AGREEMENTS

     Section 1.1. Mutual Reliance . MSREF and Ashford hereby agree, severally and not jointly, that, subject to the terms and conditions of this Agreement and the satisfaction or waiver of the conditions precedent set forth in the Merger Agreement, as of the closing of the respective Transactions contemplated by the Merger Agreement, MSREF and Ashford, as the case may be, will contribute (or cause to be contributed) their respective Commitment Amount as more particularly set forth on Exhibit I hereto. MSREF and Ashford each agree that it is relying on the other Party’s (or their Affiliate’s) performance of its obligations under the Merger Agreement, the Guaranty, the Purchase Agreements and this Agreement, and that the failure, in whole or in part, of one of the Parties (or their Affiliates) to perform its obligations under the Merger Agreement, their respective Financing Documents, the Purchase Agreements or any other relevant document relating to the Transactions, would adversely affect the other Party in connection with the Transactions. In those cases, where either Party or its Affiliates has a consent or other right under the Merger Agreement or this Agreement, the Parties shall negotiate in good faith and expeditiously to resolve any differences of opinion relating to the interpretation, enforcement or performance of the matter. The Parties agree that time will be of the essence with respect to the resolution of such differences of opinion.

     Section 1.2. Guaranty Liability .

               (a) Except to the extent otherwise provided in this Agreement, MSREF and Ashford, as the Guarantors under the Guaranty, each agree that its respective share of the Guaranteed Obligations shall be limited to its respective Sharing Percentage of the total amount of such Guaranteed Obligations.

               (b) In the event that either MSREF or Ashford are called upon to satisfy any of the Guaranteed Obligations and the other is not also called or in the event payments are made by MSREF or Ashford in satisfaction of the Guaranteed Obligations other than in accordance with the Sharing Percentage or as otherwise required in this Agreement, Ashford and MSREF each agree that it shall reimburse or indemnify the other Party. Ashford or MSREF, as the case may be, shall promptly pay to the other Party an amount such that,

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following the payment of such amount, the aggregate payments made in respect of the Guaranteed Obligations shall be shared by Ashford and MSREF in accordance with the Sharing Percentage or as otherwise required in this Agreement, plus all reasonable charges, costs and expenses actually incurred by the claiming party in enforcing its rights hereunder against the other, if any.

               (c) If the Guaranteed Obligations arose primarily through the gross negligence of either MSREF or Ashford (or any of their respective Affiliates), whether by act or omission or through the breach of the Merger Agreement, of the Party’s respective Financing Documents, or of the Party’s respective Purchase Agreement, then that Party agrees to be solely responsible for and to satisfy such Guaranteed Obligations (without any reimbursement or indemnification from the other Party) and agrees to reimburse or indemnify the other Party with respect to such Guaranteed Obligations.

               (d) If any Party receives notice requesting payment of any amounts pursuant to the Guaranty (a "Notice of Claim"), such Party shall provide written notice to the other Party within one (1) Business Day of receipt of a Notice of Claim.

     Section 1.3. Buyer Financing . Each of MSREF and Ashford acknowledges that the Parties are relying on the performance of the obligations of the lenders or investors under the Financing Documents and shall use their respective best efforts (or cause their Affiliates to use their best efforts) to enforce their rights under the Financing Documents or obtain alternative financing in an amount necessary to fund the Commitment Amount. Each of MSREF and Ashford acknowledge that the best efforts obligations set forth in this Section 1.3 shall be interpreted in a manner to include, among other requirements, that the Parties shall incur whatever costs and expenses necessary, including, without limitation, the posting of any reserves required by the financing sources, to enforce the obligations under the Funding Documents as if the other Party were a third-party beneficiary of the Financing Documents.

     Section 1.4. Sources and Uses . Each of the Parties hereto agree that the sources and uses for the payments of the amounts necessary to consummate all of the Transactions shall be substantially as set forth on Exhibit I as such sources and uses may be modified based on each Party’s Deemed Net Working Capital Amount pursuant to Section 3.2 . Subject to Section 1.3 hereof, neither the Ashford Parties nor the MSREF Parties may materially modify their respective sources and uses from those set forth on Exhibit I without the consent of the other Party hereto, such consent not to be unreasonably withheld.

     Section 1.5. Payments Received from CNL .

               (a) In the event that Parent receives any amounts from CNL pursuant to Section 8.5(b) and/or Section 8.5(c) of the Merger Agreement (collectively, the "Company Payments"), MSREF shall cause Parent to pay to Ashford an amount equal to (i) the Company Payments multiplied by (ii) the Ashford Percentage within two (2) Business Days of receipt.

               (b) MSREF and Ashford hereby agree that all amounts received by Parent, other than in respect of Company Payments, shall be paid to the Parties as follows:

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          (i) If such amounts are paid as the result of events which have occurred on or prior to the date hereof and including, without limitation, amounts received from insurance carriers relating to the settlement of any claims with CNL’s director and officer insurance carriers and any proceeds received from property, casualty and business interruption insurance, such amounts shall be shared by the Parties in accordance with the Sharing Percentage.

          (ii) If such amounts are paid in respect of business interruption, property or casualty insurance claims as the result of events occurring after the date hereof, but prior to the date of the Closing of the Asset Sales, such amounts shall be paid in full to the Party whose Respective Portfolio contains the Company Property that is the subject of such claims.

          (iii) If such amounts are paid, other than in respect of the claims set forth in Section 1.5(b)(ii) above, as a result of events occurring after the date hereof, but prior to the date of the Asset Sales, such amounts shall be shared by the Parties in accordance with the Sharing Percentage.

MSREF shall cause Parent to distribute to Ashford the amounts payable under this Section 1.5(b) within two (2) Business Days of receipt.

     Section 1.6. Corporate Liabilities of CNL .

               (a) MSREF and Ashford agree that, except to the extent set forth in Sections 1.6(b) , 1.7 and 3.2 hereof, any and all liabilities, including, without limitation, any contingent liabilities, but expressly excluding any liabilities that may arise as the result of Section 1374 of the Code, of CNL existing at the time of the Closing of the Merger shall be shared by MSREF and Ashford from and after the Closing of the Merger in accordance with the Sharing Percentage. Ashford hereby agrees to reimburse MSREF an amount equal to its Sharing Percentage of any such liabilities within five (5) Business Days of receipt of a request from MSREF for such reimbursement.

               (b) Notwithstanding anything to the contrary contained in Section 1.6(a) hereof, Ashford shall not be obligated to reimburse MSREF for any tax liabilities of CNL that directly result from the failure of CNL to qualify as a REIT as a result of the structuring of the Merger and the Parent Asset Sale. For the avoidance of doubt, Ashford shall be responsible for any liabilities of CNL failing to qualify as a REIT resulting from the Arizona Asset Sale in accordance with the Sharing Percentage.

     Section 1.7. Company Properties Liabilities . Each of the Parties agree that any and all liabilities arising from, or related to, a Company Property shall be borne solely by the Party whose Respective Portfolio contains such Company Property.

     Section 1.8. Marketed Portfolio Purchase and Sale Agreement . The Parties hereto agree that in the event that W2005 New Century Hotel Portfolio, L.P. exercises its rights under

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the Marketed Portfolio Purchase and Sale Agreement not to acquire one of more of the Whitehall Properties and any such Whitehall Property is owned by CNL or its Subsidiaries on the date of the Closing of the Merger, Ashford Acquisition shall acquire such Whitehall Property in accordance with the Ashford Asset Purchase Agreement. Ashford agrees that it shall cause Ashford Acquisition to use commercially reasonable efforts to sell such Whitehall Property as promptly as commercially practicable following the Closing of the Merger at a price to be mutually agreed upon by MSREF and Ashford. The Parties agree that all liabilities in association with the acquisition of any of the Whitehall Properties shall be shared by the Parties in accordance with the Sharing Percentage. The Parties further agree that Ashford Acquisition may transfer or assign such Whitehall Properties to a joint venture that is owned by MSREF and Ashford in accordance with the Sharing Percentage. Ashford shall cause Ashford Acquisition promptly to distribute to each of MSREF and Ashford an amount equal to the net proceeds received from the sale of any Whitehall Property multiplied by their respective Sharing Percentage, and simultaneously therewith, Ashford shall cause Ashford Acquisition to assign to MSREF, and MSREF shall assume from Ashford Acquisition, the MSREF Percentage of all liabilities in association with the acquisition of any such Whitehall Property.

     Section 1.9. Tax Opinions . The Parties agree that if Parent or Sub are entitled to any recovery from Sidley Austin LLP in connection with its tax opinion related to CNL’s qualification as a REIT, each of MSREF and Ashford shall share in such recovery in accordance with the Sharing Percentage. MSREF further agrees that it shall cause Goodwin Procter LLP to include Ashford as a third-party beneficiary of the tax opinion to be issued by Goodwin Procter LLP in connection with the Transactions.

     Section 1.10. Consummation of Arizona Asset Sale . Notwithstanding anything to the contrary contained herein and except as set forth in Sections 1.6, 1.7, 1.8 and 3.1, upon the consummation of the Arizona Asset Sale and the payment in full of the purchase price thereunder to CNL, (i) the obligations of Ashford under the Guaranty shall cease and be of no further force and effect and MSREF shall indemnify Ashford for all Guaranteed Obligations and any expenses incurred by CNL in enforcing its rights thereunder and (ii) the obl