CNL Hotels & Resorts, Inc.
EX-10.111: PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.111
<SEQUENCE>21
<FILENAME>y18864exv10w111.txt
<DESCRIPTION>EX-10.111: PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                  Exhibit 10.111

                                                        CNL Orlando - Junior Mez

                                 PROMISSORY NOTE
                                (Third Mezzanine)

            THIS PROMISSORY NOTE (this "Note"), is made as of February 24, 2006
by the undersigned, as maker ("Borrower"), in favor of WACHOVIA BANK, NATIONAL
ASSOCIATION and its successors or assigns, as payee ("Lender").

                                R E C I T A L S:

            A. This Note evidences a loan (the "Loan") made by Lender to
Borrower in the original principal amount of FIFTY MILLION AND NO/100 DOLLARS
($50,000,000.00) (the "Loan Amount") and secured by, inter alia, that certain
Loan and Security Agreement of even date herewith (as same may hereafter be
amended, modified or supplemented, the "Security Instrument") from Borrower, as
borrower, in favor of and for the benefit of Lender, as lender, as security for
the Loan and the other Loan Documents;

            B. Borrower and Lender intend these Recitals to be a material part
of this Note.

            NOW, THEREFORE, FOR VALUE RECEIVED, Borrower does hereby covenant
and promise to pay to the order of Lender, without any counterclaim, setoff or
deduction whatsoever, on the Maturity Date (as hereinafter defined), in
immediately available funds, at Commercial Real Estate Services, 8739 Research
Drive URP 4, NC 1075, Charlotte, North Carolina 28262 or at such other place as
Lender may designate to Borrower in writing from time to time, in legal tender
of the United States of America, the Loan Amount and all other amounts due or
becoming due hereunder, to the extent not previously paid in accordance
herewith, together with all interest accrued thereon through the date the Loan
is repaid in full, at the Interest Rate (as hereinafter defined) to be computed
on the basis of the actual number of days elapsed in a 360 day year, on so much
of the Loan Amount as is from time to time outstanding on the first day of the
applicable Interest Accrual Period (as hereinafter defined).

SECTION 1. DEFINITIONS

            As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms in this Note
shall include in the singular number the plural and in the plural number the
singular. All capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Security Instrument.

            "Additional Taxes" shall have the meaning set forth in Section
2.1(d) hereof.

            "Board" shall mean the Board of Governors of the Federal Reserve
System, and any successor thereof.

<PAGE>

            "Capital Adequacy Rule" shall mean any law, rule or regulation
regarding capital adequacy, or any interpretation or administration thereof
adopted by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency.

            "First Interest Accrual Period" shall mean the period commencing on
the Closing Date and ending on, but excluding, the Payment Date first occurring
after the Closing Date.

            "Interest Accrual Period" shall mean each calendar month, provided
that, notwithstanding the foregoing, (a) Lender shall have the one (1) time
right to change the Interest Accrual Period by giving notice of such change to
Borrower and (b) the first (1st) Interest Accrual Period shall be the First
Interest Accrual Period.

            "Interest Determination Date" shall mean (i) with respect to any
Interest Accrual Period prior to the Interest Accrual Period that commences in
the month during which the Securitization Closing Date occurs, two (2) LIBOR
Business Days prior to the first (1st) day of the calendar month in which the
applicable Interest Accrual Period commences; (ii) with respect to the Interest
Accrual Period that commences in the month in which the Securitization Closing
Date occurs, the date that is two (2) LIBOR Business Days prior to the
Securitization Closing Date and (iii) with respect to each Interest Accrual
Period thereafter, the date that is two (2) LIBOR Business Days prior to the
first (1st) day of the calendar month in which such Interest Accrual Period
commences, provided that notwithstanding the foregoing, (a) Lender shall have
the one (1) time right to change the Interest Determination Date by giving
notice of such change to Borrower and (b) with respect to the First Interest
Accrual Period, the Interest Determination Date shall be two (2) LIBOR Business
Days prior to the Closing Date.

            "Interest Rate" shall mean the rate per annum (expressed as a
percentage) equal to the LIBOR Rate plus the LIBOR Margin, or if Lender shall
exercise its rights under Section 2.6, the interest rate specified therein.

            "LIBOR Business Day" shall mean any day on which banks are open for
dealing in foreign currency and exchange in London, England.

            "LIBOR Margin" shall mean three hundred (300) basis points per
annum.

            "LIBOR Rate" shall mean the rate per annum calculated as set forth
below:

                  (i) With respect to each Interest Accrual Period, the rate for
            deposits in Dollars, for a period equal to one month, which appears
            on the Dow Jones Market Service (formerly Telerate) Page 3750 as of
            11:00 a.m., London time, on the related Interest Determination Date.
            If such rate does not appear on Dow Jones Market Service Page 3750,
            the rate for that Interest Accrual Period shall be determined on the
            basis of the rates at which deposits in Dollars are offered by any
            four major reference banks in the London interbank market selected
            by Lender to provide such bank's offered quotation of such rates at
            approximately 11:00 a.m., London time, on the related Interest
            Determination Date to prime banks in the London interbank market for
            a period of one month, commencing on

                                       2
<PAGE>

            the first day of such Interest Accrual Period and in an amount that
            is representative for a single such transaction in the relevant
            market at the relevant time. Lender shall request the principal
            London office of any four major reference banks in the London
            interbank market selected by Lender to provide a quotation of such
            rates, as offered by each such bank. If at least two such quotations
            are provided, the rate for that Interest Accrual Period shall be the
            arithmetic mean of the quotations. If fewer than two quotations are
            provided as requested, the rate for that Interest Accrual Period
            shall be the arithmetic mean of the rates quoted by major banks in
            New York City selected by Lender, at approximately 11:00 a.m., New
            York City time, on the Interest Determination Date with respect to
            such Interest Accrual Period for loans in Dollars to leading
            European banks for a period equal to one month, commencing on the
            first day of such Interest Accrual Period and in an amount that is
            representative for a single transaction in the relevant market at
            the relevant time. Lender shall determine the LIBOR Rate for each
            Interest Accrual Period and the determination of the LIBOR Rate by
            Lender shall be binding upon Borrower absent manifest error.

                  (ii) In the event that Lender shall have determined in its
            reasonable discretion that none of the methods set forth in the
            definition of "LIBOR Rate" herein are available, then Lender shall
            forthwith give notice by telephone of such determination, confirmed
            in writing, to Borrower at least one (1) day prior to the last day
            of the related Interest Accrual Period. If such notice is given, the
            LIBOR Rate, commencing with such related Interest Accrual Period,
            shall be the LIBOR Rate in effect for the most recent Interest
            Accrual Period.

            "Parent" shall mean, with respect to Lender, any Person Controlling
Lender.

            "Payment" shall have the meaning set forth in Section 2.2(a) hereof.

            "Payment Date" shall mean the first (1st) day of each month, or if
such day is not a Business Day, the immediately succeeding Business Day.
Notwithstanding the foregoing, Lender shall have the one (1) time right to
change the Payment Date by giving notice of such change to Borrower.

            "Securitization Closing Date" shall mean the date upon which a
Securitization closes.

SECTION 2. PAYMENTS AND LOAN TERMS

                  Section 2.1. Interest Payments.

            (a) Payments under this Note, calculated in accordance with the
terms hereof, shall be due and payable as follows:

                  (i) interest at the Interest Rate for the First Interest
            Accrual Period shall be due and payable on the Closing Date;

                                       3
<PAGE>

                  (ii) interest at the Interest Rate in effect for the Interest
            Accrual Period immediately preceding each Payment Date shall be due
            and payable on the Payment Date in April, 2006 and on each
            subsequent Payment Date through and including the month preceding
            the month during which occurs the Maturity Date, as such Maturity
            Date may be extended from time to time pursuant to Section 2.1(e)
            hereof;

                  (iii) the entire outstanding Principal Amount, together with
            all accrued and unpaid interest and any other charges and sums due
            hereon and on the other Loan Documents shall be due and payable on
            the Payment Date occurring in March, 2008 (the "Maturity Date"), as
            such Maturity Date may be extended from time to time pursuant to
            Section 2.1(e) hereof.

            (b) Payments shall be paid by Borrower, without setoff or
counterclaim, by wire transfer to Lender or to such other location or account as
Lender may specify to Borrower from time to time, in Federal or other
immediately available funds in lawful money of the United States of America, not
later than 2:00 p.m., Eastern time, on each Payment Date. If any payment
hereunder or under any of the other Loan Documents becomes due and payable on a
day other than a Business Day, such payment shall not be payable until the next
succeeding Business Day. If the date for any payments of principal is extended
on account of the foregoing or on account of operation of law or otherwise,
interest thereon shall be payable at the then applicable rate during such
extension.

            (c) Lender shall determine the LIBOR Rate as in effect from time to
time on each Interest Determination Date, and each such determination of the
LIBOR Rate shall be conclusive and binding absent manifest error.

            (d) Payments made by Borrower under this Note shall be made free and
clear of, and without reduction for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding income and franchise taxes of
the United States of America or any political subdivision or taxing authority
thereof or therein (such non-excluded taxes being called "Additional Taxes"). If
any Additional Taxes are required to be withheld from any amounts payable to
Lender hereunder or under any of the other Loan Documents, the amounts so
payable to Lender shall be increased to the extent necessary to yield to Lender
(after payment of all Additional Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Note.

            (e) Notwithstanding anything contained herein or in any other Loan
Document, Borrower shall have three (3) consecutive options to extend the term
of the Loan from the original Maturity Date, each of said extension options for
a period of one (1) year (each, an "Extension Option", and the term extended
pursuant thereto, an "Extension Term"); provided that, with respect to the
exercise of each Extension Option (i) Lender has received written notice not
more than one hundred twenty (120) days but not less than sixty (60) days prior
to the Maturity Date that Borrower desires to extend the Maturity Date (the
"Maturity Date Notice"), (ii) no Default has occurred and is continuing as of
the date of the Maturity Date Notice or the date the applicable Extension Term
would commence and (iii) Borrower has delivered proof,

                                       4
<PAGE>

satisfactory to Lender in all respects, that either the existing Rate Cap
Agreement has been extended or a replacement Rate Cap Agreement has been
obtained in form and substance substantially similar to the Rate Cap Agreement
delivered on the Closing Date and issued by a cap provider having a long-term
unsecured debt rating of "AA-" (or its equivalent) by each Rating Agency with a
LIBOR Rate strike price as set forth in the definition of Rate Cap Agreement and
a term of not less than one year (and if Lender is not the named beneficiary
thereunder, the same has been pledged to Lender). Provided that all of the
foregoing conditions have been satisfied, as determined by Lender in its sole
discretion, following the giving of the Maturity Date Notice, the term "Maturity
Date" when used herein and in the other Loan Documents shall mean the date to
which the Maturity Date has been extended as if such date was the original
Maturity Date set forth herein. In the event that Lender determines that the
conditions set forth in this subsection (e) have not been satisfied, the
applicable exercise of such Extension Option shall be of no further force or
effect. All costs and expenses incurred in connection with each request for,
and, if applicable, each extension of the Maturity Date, including without
limitation, reasonable attorneys' fees incurred by Lender and any sums incurred
in connection with the extension or replacement of the Rate Cap Agreement (and,
if applicable, the pledging of same to Lender) shall be at the sole cost and
expense of Borrower and shall be paid by Borrower on demand to Lender.

                  Section 2.2. Application of Payments.

            (a) Each and every payment (a "Payment") made by Borrower to Lender
in accordance with the terms of this Note and/or the terms of any one or more of
the other Loan Documents and all other proceeds received by Lender with respect
to the Debt, shall be applied as follows:

                  (1) Payments other than Unscheduled Payments shall be applied
      (i) first, to all interest (other than Default Rate Interest) which shall
      be due and payable with respect to the Loan Amount pursuant to the terms
      hereof as of the date the Payment is received (including any Interest
      Shortfalls and interest thereon to the extent permitted by applicable
      law), (ii) second, to all Late Charges, Default Rate Interest or other
      premiums and other sums payable hereunder or under the other Loan
      Documents (other than those sums included in clause (i) of this Section
      2.2(a)(1)) in such order and priority as determined by Lender in its sole
      discretion and (iii) on the Maturity Date, to the Loan Amount until the
      Loan Amount has been paid in full.

                  (2) Unscheduled Payments shall be applied at the end of the
      Interest Accrual Period in which such Unscheduled Payments are received as
      a principal prepayment of the Loan Amount to amortize the Loan Amount.

            (b) To the extent that Borrower makes a Payment or Lender receives
any Payment or proceeds for Borrower's benefit, which are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, debtor in possession, receiver, custodian or any other
party under any bankruptcy law, common law or equitable cause, then, to such
extent, the obligations of Borrower hereunder intended to be satisfied shall be
revived and continue as if such Payment or proceeds had not been received by
Lender.

                                       5
<PAGE>

                  Section 2.3. Prepayments.

            The Debt may not be prepaid, in whole or in part, except as set
forth in Article VI of the Security Instrument.

                  Section 2.4. Indemnity.

            Borrower agrees to indemnify Lender and to hold it harmless from any
cost, loss or expense which Lender may sustain or incur as a consequence of (a)
Borrower making a payment or prepayment of principal on the Loan on a day which
is not a Payment Date with respect thereto, (b) default by Borrower in making
any prepayment after Borrower has given a notice of prepayment, and (c) any
acceleration of the maturity of the Loan by Lender in accordance with the terms
of this Note and the other Loan Documents, including, but not limited to, any
such reasonable cost, loss or expense arising in liquidating the Loan and from
interest or fees payable by Lender to lenders of funds obtained by it in order
to maintain the Loan hereunder.

                  Section 2.5. Increased Cost and Reduced Return.

            (a) If, on or after the date hereof, the adoption of any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Lender with any
request or directive (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, or any such
Governmental Authority, central bank or comparable agency shall impose, modify
or deem applicable any reserve (including, without limitation, any such
requirement imposed by the Board (but excluding with respect to any such
requirement reflected in the then effective LIBOR Rate)), special deposit,
insurance assessment or similar requirement against assets of, deposits with or
for the account of, or credit extended by, Lender or shall impose on Lender or
on the London interbank market any other condition affecting any loan bearing
interest based upon the LIBOR Rate, and the result of any of the foregoing is to
increase the cost to Lender of maintaining the Loan at the Interest Rate (based
upon the LIBOR Rate), or to reduce the amount of any sum received or receivable
by Lender under this Note with respect thereto, by an amount deemed by Lender to
be material, then, within ten (10) days after demand by Lender, Borrower shall
pay to Lender such additional amount or amounts as will compensate Lender for
such increased cost or reduction.

            (b) If Lender shall have determined that, after the date hereof, the
adoption of any Capital Adequacy Rule has or would have the effect of reducing
the rate of return on capital of Lender (or its Parent) as a consequence of
Lender's obligations hereunder to a level below that which Lender (or its
Parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by Lender to be material, then from time to time, within fifteen
(15) days after demand by Lender, Borrower shall pay to Lender such additional
amount or amounts as will compensate Lender (or its Parent) for such reduction.

                                       6
<PAGE>

            (c) Lender will promptly notify Borrower of any event of which it
has knowledge, occurring after the date hereof, which will entitle Lender to
compensation pursuant to this Section 2.5. A certificate of Lender claiming
compensation under either Sections 2.5(a) or 2.5(b) and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error; provided that any certificate delivered by Lender
pursuant to this Section 2.5(c) shall (i) in the case of a certificate in
respect of amounts payable pursuant to Section 2.5(a), set forth in reasonable
detail the basis for and the calculation of such amounts, and (ii) in the case
of a certificate in respect of amounts payable pursuant to Section 2.5(b), (A)
set forth at least the same amount of detail in respect of the calculation of
such amount as Lender provides in similar circumstances to other similarly
situated borrowers from Lender, and (B) include a statement by Lender that it
has allocated to the Loan a proportionately equal amount of any reduction of the
rate of return on Lender's capital due to a Capital Adequacy Rule as it has
allocated to each of its other outstanding loans that are affected similarly by
such Capital Adequacy Rule.

            (d) By acceptance of this Note, Lender agrees, for itself and its
successors and assigns, that Borrower shall not be required to compensate any
Lender pursuant to this Section 2.5 for any increased costs or reductions
incurred more than ninety (90) days prior to the date such Lender notifies
Borrower of the event which entitles Lender to compensation pursuant to Section
2.5.

                  Section 2.6. Deposits Unavailable.

            In the event, and on each occasion, that (a) Lender shall have
determined that Dollar deposits in the principal amounts of the Loan are not
generally available to Lender in the London interbank market, for such periods
and amounts then outstanding hereunder or that reasonable means do not exist for
ascertaining the LIBOR Rate, or (b) Lender determines that the rate at which
such Dollar deposits are being offered will not adequately and fairly reflect
the cost to Lender of maintaining the Loan at the Interest Rate (based upon the
LIBOR Rate) during such month, Lender shall, as soon as practicable thereafter,
give written notice of such determination to Borrower. In the event of any such
determination, until the circumstances giving rise to such notice no longer
exist, the Loan shall bear interest at the interest rate applicable to the
immediately preceding Interest Accrual Period.

                  Section 2.7. Illegality.

            If, on or after the date of this Note, the adoption of any
applicable law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Lender with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or
impossible for Lender to maintain the Loan at the Interest Rate (based upon the
LIBOR Rate), Lender shall forthwith give notice thereof to Borrower. If Lender
shall determine that it may not lawfully continue to maintain the Loan at the
Interest Rate (based upon the LIBOR Rate) to maturity and shall so specify in
such notice, the Loan shall bear interest at the interest rate applicable to the
immediately preceding Interest Accrual Period.

                                       7
<PAGE>

SECTION 3. DEFAULTS

                  Section 3.1. Events of Default.

            This Note is secured by, among other things, the Security Instrument
which specifies various Events of Default, upon the happening of which all or
portions of the sums owing under this Note may be declared immediately due and
payable as more specifically provided therein. Each Event of Default under the
Security Instrument or any one or more of the other Loan Documents shall be an
Event of Default hereunder.

                  Section 3.2. Remedies.

            If an Event of Default shall occur hereunder or under any other Loan
Document, the Principal Amount and, to the extent permitted by applicable law,
all accrued but unpaid interest on the Principal Amount shall, commencing on the
date of the occurrence of such Event of Default, at the option of Lender,
immediately and without notice to Borrower, accrue interest at the Default Rate
until such Event of Default is cured or if not cured or such cure is not
accepted by Lender, until the repayment of the Debt. The foregoing provision
shall not be construed as a waiver by Lender of its right to pursue any other
remedies available to it under the Security Instrument, or any other Loan
Document, nor shall it be construed to limit in any way the application of the
Default Rate.

SECTION 4. EXCULPATION

                  Section 4.1. Exculpation.

            Notwithstanding anything to the contrary contained in this Note or
the other Loan Documents, the obligations of Borrower hereunder shall be
non-recourse except with respect to the Property and as otherwise provided in
Section 8.01 of the Security Instrument, the terms of which are incorporated
herein.

SECTION 5. MISCELLANEOUS

                  Section 5.1. Further Assurances.

            Borrower shall execute and acknowledge (or cause to be executed and
acknowledged) and deliver to Lender all documents, and take all actions,
required by Lender from time to time to confirm the rights created or now or
hereafter intended to be created under this Note and the other Loan Documents,
to protect and further the validity, priority and enforceability of this Note
and the other Loan Documents, to subject to the Loan Documents any property of
Borrower intended by the terms of any one or more of the Loan Documents to be
encumbered by the Loan Documents, or otherwise carry out the purposes of the
Loan Documents and the transactions contemplated thereunder; provided, however,
that no such further actions, assurances and confirmations shall increase
Borrower's obligations under this Note or any Loan Documents.

                  Section 5.2. Modification, Waiver in Writing.

                                       8
<PAGE>

            No modification, amendment, extension, discharge, termination or
waiver (a "Modification") of any provision of this Note, the Security Instrument
or any one or more of the other Loan Documents, nor consent to any departure by
Borrower therefrom, shall in any event be effective unless the same shall be in
a writing signed by the party against whom enforcement is sought, and then such
waiver or consent shall be effective only in the specific instance, and for the
purpose, for which given. Except as otherwise expressly provided herein, no
notice to, or demand on, Borrower shall entitle Borrower to any other or future
notice or demand in the same, similar or other circumstances. Lender does not
hereby agree to, nor does Lender hereby commit itself to, enter into any
Modification. However, in the event Lender does ever agree to a Modification,
such Modification shall only be upon the terms and conditions set forth in the
Security Instrument.

                  Section 5.3. Costs of Collection.

            Borrower agrees to pay all costs and expenses of collection incurred
by Lender, in addition to principal, interest and late or delinquency charges
(including, without limitation, reasonable attorneys' fees and disbursements)
and including all costs and expenses incurred in connection with the pursuit by
Lender of any of its rights or remedies referred to in Section 3 hereof or its
rights or remedies referred to in any of the Loan Documents or the protection of
or realization of collateral or in connection with any of Lender's collection
efforts, whether or not suit on this Note, on any of the other Loan Documents or
any foreclosure proceeding is filed, and all such costs and expenses shall be
payable on demand, together with interest at the Default Rate thereon, and also
shall be secured by the Security Instrument and all other collateral at any time
held by Lender as security for Borrower's obligations to Lender.

                  Section 5.4. Maximum Amount.

            (a) It is the intention of Borrower and Lender to conform strictly
to the usury and similar laws relating to interest and the collection of other
charges from time to time in force, and all agreements between Borrower and
Lender, whether now existing or hereafter arising and whether oral or written,
are hereby expressly limited so that in no contingency or event whatsoever,
whether by acceleration of maturity hereof or otherwise, shall the amount paid
or agreed to be paid in the aggregate to Lender as interest or other charges
hereunder or under the other Loan Documents or in any other security agreement
given to secure the Debt, or in any other document evidencing, securing or
pertaining to the Debt, exceed the maximum amount permissible under applicable
usury or such other laws (the "Maximum Amount"). If under any circumstances
whatsoever fulfillment of any provision hereof, or any of the other Loan
Documents, at the time performance of such provision shall be due, shall involve
transcending the Maximum Amount, then ipso facto, the obligation to be fulfilled
shall be reduced to the Maximum Amount. For the purposes of calculating the
actual amount of interest or other charges paid and/or payable hereunder, in
respect of laws pertaining to usury or such other laws, all charges and other
sums paid or agreed to be paid hereunder to the holder hereof for the use,
forbearance or detention of the Debt, outstanding from time to time shall, to
the extent permitted by applicable law, be amortized, prorated, allocated and
spread from the date of disbursement of the proceeds of this Note until payment
in full of all of the Debt, so that the actual rate of interest on account of
the Debt is uniform through the term hereof. The terms and provisions of this

                                       9
<PAGE>

Section 5.4 shall control and supersede every other provision of all agreements
between Borrower or any endorser and Lender.

            (b) If under any circumstances Lender shall ever receive an amount
which would exceed the Maximum Amount, such amount shall be deemed a payment in
reduction of the Loan Amount owing hereunder and any other obligation of
Borrower in favor of Lender, and shall be so applied in accordance with Section
2.2 hereof, or if such excessive interest exceeds the unpaid balance of the Loan
Amount and any other obligation of Borrower in favor of Lender, the excess shall
be deemed to have been a payment made by mistake and shall be refunded to
Borrower.

                  Section 5.5. Waivers.

            Borrower hereby expressly and unconditionally waives presentment,
demand, protest, notice of protest or notice of any kind, including, without
limitation, any notice of intention to accelerate and notice of acceleration,
except as expressly provided herein, and in connection with any suit, action or
proceeding brought by Lender on this Note, any and every right it may have to
(a) a trial by jury, (b) interpose any counterclaim therein (other than a
counterclaim which can only be asserted in the suit, action or proceeding
brought by Lender on this Note and cannot be maintained in a separate action)
and (c) have the same consolidated with any other or separate suit, action or
proceeding.

                  Section 5.6. Governing Law.

            This Note and the obligations arising hereunder shall be governed
by, and construed in accordance with, the laws of the State of Florida
applicable to contracts made and performed in such State and any applicable law
of the United States of America.

                  Section 5.7. Headings.

            The Section headings in this Note are included herein for
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

                  Section 5.8. Assignment.

            Lender shall have the right to transfer, sell and assign this Note,
the Security Instrument and/or any of the other Loan Documents or any interest
therein, and the obligations hereunder, to any Person. All references to
"Lender" hereunder shall be deemed to include the assigns of the Lender.

                  Section 5.9. Severability.

            Wherever possible, each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note.

                                       10
<PAGE>

                  Section 5.10. Joint and Several.

            If Borrower consists of more than one Person or party, the
obligations and liabilities of each such Person or party hereunder shall be
joint and several.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       11
<PAGE>

            IN WITNESS WHEREOF, this Note has been duly executed by the Borrower
the day and year first written above.

                                       BORROWER:

                                       CNL GL JUNIOR MEZZ, LP,
                                           a Delaware limited partnership

                                       By: CNL GL JUNIOR MEZZ GP, LLC,
                                           a Delaware limited liability company,
                                           its General Partner

                                       By: /s/ John X. Brady, Jr.
                                           ---------------------------------
                                           Name:  John X. Brady, Jr.
                                           Title:  Vice President
</TEXT>
</DOCUMENT>
