Exhibit 10.99









EXHIBIT
10.99

 

NOTE

 

New York,
New York

$230,000,000                                                                                          February
9, 2005

 

NOTE,
dated as of February 9, 2005 (this Note), by CNL
HOTEL DEL PARTNERS LP, a Delaware limited partnership (Borrower), having
an office at c/o CNL Hotels & Resorts, Inc., Center at City Commons, 450
South Orange Avenue, Orlando, Florida 32801, in favor of GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation (together with its successors and assigns,
Lender), having
an office at 60 Wall Street, 10th Floor, New York, New York 10005.

 

NOW,
THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender
the Principal Amount (as defined below), together with interest from the date
hereof and other fees, expenses and charges as provided in this
Note.

 


	1.  	
      DEFINED
      TERMS.




 


	a.  	
      Capitalized
      terms used but not otherwise defined herein shall have the respective
      meanings given thereto in the Loan Agreement (as defined below), unless
      otherwise expressly provided herein. All references to sections shall be
      deemed to be references to sections of this Note, unless otherwise
      indicated. 




 


	b.  	
      The
      following terms shall have the meanings ascribed
  thereto:




 

Borrower shall
have the meaning provided in the first paragraph hereof.

 

Default
Rate shall
mean, with respect to an acceleration of the Loan, a rate per annum equal to the
lesser of (a) the Maximum Legal Rate and (b) four percent (4%) above the LIBOR
Rate, adjusted from time to time as set forth herein.

 

Extension
Notice shall
mean the First Extension Notice or the Second Extension Notice, as
applicable.

 

Extension
Option shall
mean the First Extension Option or the Second Extension Option, as
applicable.

 

First
Extended Maturity Date shall
have the meaning set forth in Section
5(a).

 

First
Extension Notice shall
have the meaning set forth in Section
5(a).

 

First
Extension Option shall
have the meaning set forth in Section
5(a).

 






















Initial
Maturity Date shall
mean February 9, 2008.

 

Interest
Determination Date shall
mean, with respect to each Interest Period, the date which is two (2) Business
Days prior to the fifteenth (15th) day of each calendar month.

 

Interest
Period shall
mean each interest period commencing on the fifteenth (15th) calendar day of a
calendar month and ending on (and including) the fourteenth (14th) calendar day
of the following calendar month; provided that the
first interest period shall commence on the date hereof.

 

Lender shall
have the meaning provided in the first paragraph hereof.

 

LIBOR shall
mean, with respect to any Interest Determination Date, the rate (expressed as a
percentage per annum rounded upwards, if necessary, to the nearest one hundredth
(1/100) of one percent (1%)) for deposits in U.S. Dollars for a one (1) month
period that appears on Telerate Page 3750 (as defined below) as of 11:00 a.m.,
London time, on such Interest Determination Date. If such rate does not appear
on Telerate Page 3750 as of 11:00 a.m., London time, on the applicable Interest
Determination Date, the Lender shall request the principal London office of any
four (4) prime banks in the London interbank market selected by the Lender to
provide such banks' quotations of the rates at which deposits in U.S. Dollars
are offered by such banks at approximately 11:00 a.m., London time, to prime
banks in the London interbank market for a one (1) month period commencing on
the first day of the related Interest Period and in a principal amount that is
representative for a single transaction in the relevant market at the relevant
time. If at least two (2) such offered quotations are so provided, LIBOR will be
the arithmetic mean of such quotations (expressed as a percentage and rounded
upwards, if necessary, to the nearest one hundredth (1/100) of one percent
(1%)). If fewer than two (2) such quotations are so provided, the Lender will
request major banks in New York City selected by the Lender to quote such banks'
rates for loans in U.S. Dollars to leading European banks as of approximately
11:00 a.m., New York City time, on the applicable Interest Determination Date
for a one (1) month period commencing on the first day of the related Interest
Period and in an amount that is representative for a single transaction in the
relevant market at the relevant time. If at least two (2) such rates are so
provided, LIBOR will be the arithmetic mean of such rates (expressed as a
percentage and rounded upwards, if necessary, to the nearest one hundredth
(1/100) of one percent (1%)). If fewer than two (2) rates are so provided, then
LIBOR will be LIBOR used to determine the LIBOR Rate during the immediately
preceding Interest Period.

 

LIBOR
Margin shall
mean 140 basis points (1.40%) per annum.

 

LIBOR
Rate shall
mean, with respect to each Interest Period, an interest rate per annum equal to
the sum of (a) LIBOR, determined as of the Interest Determination Date
immediately preceding the commencement of such Interest Period, plus (b) the
LIBOR Margin.

 

Loan
Agreement shall
mean the Loan and Security Agreement, dated the date hereof, between Borrower
and Lender..

 






















Maturity
Date shall
mean the Initial Maturity Date, provided that (a) in the event of the exercise
by Borrower of the First Extension Option pursuant to Section
5(a) of this
Note, the Maturity Date shall be the First Extended Maturity Date, and (b) in
the event of the exercise by Borrower of the Second Extension Option pursuant to
Section
5(a) of this
Note, the Maturity Date shall be the Second Extended Maturity Date, or such
earlier date on which the final payment of principal of this Note becomes due
and payable as provided in the Loan Agreement or this Note, whether at such
stated maturity date, by declaration of acceleration, or otherwise (including,
without limitation, as a result of an acceleration thereof, a refinancing or
otherwise).

 

Maturity
Date Payment shall
have the meaning set forth in Section
3(d).

 

Note shall
have the meaning provided in the first paragraph hereof.

 

Payment
Date shall be
the ninth (9th) calendar day of each calendar month and if such day is not a
Business Day, then the Business Day immediately preceding such day, commencing
on March 9, 2005 and continuing to and including the Maturity Date.


 

Prepayment
Date shall
have the meaning provided in Section
4(a)(i). 

 

Prepayment
Fee shall
mean a non-refundable fee equal to, in connection with Borrower's payment of the
Loan (or any part thereof, to the extent permitted by the Loan Documents) (i) on
or after the Closing Date and to but excluding March 9, 2005, 1.0% of the
outstanding Principal Amount being prepaid, (ii) on or after March 9, 2005 and
to but excluding April 9, 2005, 0.9228% of the outstanding Principal Amount
being prepaid, (iii) on or after April 9, 2005 and to but excluding May 9, 2005,
0.8459% of the outstanding Principal Amount being prepaid, (iv) on or after May
9, 2005 and to but excluding June 9, 2005, 0.769% of the outstanding Principal
Amount being prepaid, (v) on or after June 9, 2005 and to but excluding July 9,
2005, 0.6921% of the outstanding Principal Amount being prepaid, (vi) on or
after July 9, 2005 and to but excluding August 9, 2005, 0.6152% of the
outstanding Principal Amount being prepaid, (vii) on or after August 9, 2005 and
to but excluding September 9, 2005, 0.5383% of the outstanding Principal Amount
being prepaid, (viii) on or after September 9, 2005 and to but excluding October
9, 2005, 0.4614% of the outstanding Principal Amount being prepaid, (ix) on or
after October 9, 2005 and to but excluding November 9, 2005, 0.3845% of the
outstanding Principal Amount being prepaid, (x) on or after November 9, 2005 and
to but excluding December 9, 2005, 0.3076% of the outstanding Principal Amount
being prepaid, (xi) on or after December 9, 2005 and to but excluding January 9,
2006, 0.2307% of the outstanding Principal Amount being prepaid, (xii) on or
after January 9, 2006 and to but excluding February 9, 2006, 0.1538% of the
outstanding Principal Amount being prepaid, and (xiii) on or after February 9,
2006 and to but excluding March 9, 2006, 0.0769% of the outstanding Principal
Amount being prepaid. No Prepayment Fee shall be due on any payments on or after
March 9, 2006. The Prepayment Fee shall be payable simultaneously with
Borrower's payment of the Principal Amount.

 

Prepayment
Notice shall
have the meaning provided in Section
4(a)(i).

 






















Principal
Amount shall
mean TWO HUNDRED THIRTY MILLION DOLLARS ($230,000,000) or so much as may be
outstanding under this Note from time to time.

 

Second
Extended Maturity Date shall
have the meaning set forth in Section
5(a).

 

Second
Extension Notice shall
have the meaning set forth in Section
5(a).

 

Second
Extension Option shall
have the meaning set forth in Section
5(a).

 

Telerate
Page 3750 shall
mean the display designated as "Page 3750" on the Dow Jones Telerate Service (or
such other page as may replace Page 3750 on that service) or such other service
as may be nominated by the British Bankers' Association as the information
vendor for the purpose of displaying British Bankers' Association Interest
Settlement Rates for U.S. Dollar deposits.

 


	2.  	
      INTEREST.




 


	a.  	
      Prior
      to the Maturity Date, interest shall accrue on the Principal Amount as
      follows:




 


	i.  	
      from
      and including the date hereof to, but not including, February 15, 2005, at
      a rate per annum equal to 3.99%; and




 


	ii.  	
      from
      and including February 15, 2005, and thereafter during each Interest
      Period during the term of this Note, at the LIBOR
Rate.




 


	b.  	
      From
      and after the Maturity Date and from and after the occurrence and during
      the continuance of any Event of Default, interest shall accrue on the
      Principal Amount at the Default Rate.




 


	c.  	
      Except
      as expressly set forth in the Loan Agreement to the contrary, interest
      shall accrue on all amounts advanced by Lender pursuant to the Loan
      Documents (other than the Principal Amount, which shall accrue interest in
      accordance with clauses a. and b. above) at the Default
    Rate.




 


	d.  	
      Interest,
      for any given Interest Period, shall be computed on the Principal Amount
      on the basis of a fraction, the denominator of which shall be 360 and the
      numerator of which shall be the actual number of days in the relevant
      Interest Period.




 


	e.  	
      The
      provisions of this Section
      2
      are subject in all events to the provisions of Section
      2.2.4 of
      the Loan Agreement.




 


	3.  	
      PAYMENTS.




 


	a.  	
      On
      each Payment Date, Borrower shall pay to Lender interest accruing
      hereunder during the entire Interest Period in which said Payment Date
      occurs. 




 

























 


	b.  	
      All
      payments made by Borrower hereunder or under any of the Loan Documents
      shall be made on or before 12:00 noon New York City time. Any payments
      received after such time shall be credited to the next following Business
      Day.




 


	c.  	
      All
      amounts advanced by Lender pursuant to the Loan Documents, other than the
      Principal Amount, or other charges provided in the Loan Documents, shall
      be due and payable as provided in the Loan Documents. In the event any
      such advance or charge is not so repaid by Borrower, Lender may, at its
      option, first apply any payments received under this Note to repay such
      advances, together with any interest thereon, or other charges as provided
      in the Loan Documents, and the balance, if any, shall be applied in
      payment of any installment of interest or principal then due and
      payable.




 


	d.  	
      The
      entire Principal Amount of this Note, all unpaid accrued interest, all
      interest that would accrue on the Principal Amount through the end of the
      Interest Period during which the Maturity Date occurs (even if such period
      extends beyond the Maturity Date) and all other fees and sums then payable
      hereunder or under the Loan Documents, including, without limitation the
      Prepayment Fee, if applicable (collectively, the Maturity
      Date Payment),
      shall be due and payable in full on the Maturity Date.





 


	e.  	
      Amounts
      due on this Note shall be payable, without any counterclaim, setoff or
      deduction whatsoever, at the office of Lender or its agent or designee at
      the address set forth on the first page of this Note or at such other
      place as Lender or its agent or designee may from time to time designate
      in writing.




 


	f.  	
      All
      amounts due under this Note, including, without limitation, interest and
      the Principal Amount, shall be due and payable in lawful money of the
      United States.




 


	g.  	
      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.




 


	4.  	
      PREPAYMENTS




 

Prior to
February 15, 2005, the outstanding Principal Amount may not be paid in whole or
in part.

 


	a.  	
      Voluntary
      Prepayments.
      Borrower shall have the right on any Business Day on or after February 15,
      2005 Date to prepay the Principal Amount in whole or in part, upon
      satisfaction of the following conditions:




 

























 


	i.  	
      Borrower
      shall provide prior written notice (the Prepayment
      Notice)
      to Lender specifying the proposed Business Day on which the prepayment is
      to be made, which date shall be no earlier than thirty (30) days after the
      date of such Prepayment Notice (the date of a prepayment pursuant to this
      Section 4(a) and Section 4(b) below being the Prepayment
      Date).
      Any such Prepayment Notice shall be revocable by Borrower (but not more
      than two (2) times in any twelve (12) month period) provided, however, if
      Borrower elects to so revoke a Prepayment Notice, Borrower shall reimburse
      Lender for the actual out-of-pocket expenses incurred by Lender in
      connection with such revocation; 




 


	ii.  	
      Borrower
      shall comply with the provisions set forth in Section
      4(c) of
      this Note; and




 


	iii.  	
      No
      prepayment shall be permitted on any date during the period commencing on
      the first calendar day immediately following a Payment Date to, but not
      including, the Interest Determination Date in such calendar
      month.




 


	b.  	
      Mandatory
      Prepayments.
      




 


	i.  	
      On
      the next occurring Payment Date following the date on which Borrower
      actually receives any Proceeds, if Lender is not obligated to make such
      Proceeds available to Borrower for the restoration of the Property,
      Borrower shall prepay the outstanding principal balance of the Note in an
      amount equal to one hundred percent (100%) of such Proceeds, but in such
      event no Prepayment Fee shall be payable;
and




 


	ii.  	
      Borrower
      shall comply with the provisions set forth in Section
      4(c) of
      this Note. 




 


	c.  	
      Payments
      in Connection with a Prepayment.




 


	i.  	
      On
      the date on which a prepayment, voluntary or mandatory, is made under this
      Note or as required under the Loan Agreement, Borrower shall pay to Lender
      all unpaid interest on the Principal Amount prepaid, such unpaid interest
      calculated, (1) in the event prepayment is made from the fifteenth (15th)
      day of any calendar month through the ninth (9th) day of the succeeding
      calendar month, through the end of the Interest Period during which such
      prepayment occurs and (2) in the event such prepayment is made from the
      Interest Determination Date in any calender month through the fourteenth
      (14th) day of any calendar month, through the end of the Interest Period
      next succeeding the Interest Period in which such prepayment occurs. In
      either case, accrued interest shall be calculated as if such Interest
      Period extends beyond the date of such prepayment and be calculated as if
      the Loan has not been prepaid on such 




 






















date.
Notwithstanding the foregoing, provided the Loan is still owned solely by German
American Capital Corporation at the time of such prepayment, Borrower shall only
be required to pay Lender all unpaid interest on the Principal Amount prepaid,
such unpaid interest calculated through the date of such
prepayment.

 


	ii.  	
      On
      the Prepayment Date, Borrower shall pay to Lender all other sums, not
      including scheduled interest payments but including and not limited to,
      the Prepayment Fee, then due under the Note, the Loan Agreement, the
      Security Instrument, and the other Loan Documents;
and




 


	d.  	
      Borrower
      shall pay all costs and expenses of Lender incurred in connection with the
      prepayment (including without limitation, any costs and expenses
      associated with a release of the Lien of the related Security Instrument
      as set forth in Section
      2.3.3 of
      the Loan Agreement as well as reasonable attorneys' fees and
      expenses).




 


	5.  	
      EXTENSION
      OPTION. 




 


	a.  	
      Extension
      Option.
      Subject to the provisions of this Section 5, Borrower shall have the
      option (the First
      Extension Option),
      by irrevocable written notice (the First
      Extension Notice)
      delivered to Lender no later than thirty (30) days prior to the Initial
      Maturity Date, to extend the Maturity Date to February 9, 2009 (the
      First
      Extended Maturity Date).
      In the event Borrower shall have exercised the First Extension Option,
      Borrower shall have the option (the Second
      Extension Option),
      by irrevocable written notice (the Second
      Extension Notice)
      delivered to Lender no later than thirty (30) days prior to the First
      Extended Maturity Date, to extend the First Extended Maturity Date to
      February 9, 2010 (the Second
      Extended Maturity Date).
      Borrower's right to so extend the Maturity Date shall be subject to the
      satisfaction of the following conditions precedent prior to each extension
      hereunder:




 


	i.  	
      no
      Monetary Default or Event of Default shall have occurred and be continuing
      both on (A) the date Borrower delivers the First Extension Notice or the
      Second Extension Notice, as applicable, and (B) on the Initial Maturity
      Date and the First Extended Maturity Date, as
  applicable;




 


	ii.  	
      Borrower
      shall obtain and deliver to Lender not later than one (1) Business Day
      prior to the first day of the term of the Loan as extended one or more
      Extension Interest Rate Cap Agreements from an Acceptable Counterparty
      which Extension Interest Rate Cap Agreement(s) shall have a strike rate
      equal to the Maximum Pay Rate and shall be effective for the period
      commencing on the day immediately following the then applicable Maturity
      Date (prior to giving effect to the applicable Extension Option) and
      ending on the last day of the Interest Period in which the applicable
      extended Maturity Date occurs; 




 

























 


	iii.  	
      Borrower
      shall deliver (or shall commit to deliver within five (5) Business Days
      thereafter) a Counterparty Opinion with respect to the Extension Interest
      Rate Agreement and the related Acknowledgment;
and




 


	b.  	
      Extension
      Documentation.
      As soon as practicable following an extension of the Maturity Date
      pursuant to this Section
      5,
      Borrower shall, if requested by Lender, execute and deliver an amendment
      of and/or restatement of the Note and shall, if requested by Lender, enter
      into such amendments to the related Loan Documents as may be necessary or
      appropriate to evidence the extension of the Maturity Date as provided in
      this Section
      5;
      provided,
      however,
      that no failure by Borrower to enter into any such amendments and/or
      restatements shall affect the rights or obligations of Borrower or Lender
      with respect to the extension of the Maturity
Date.




 


	6.  	
      MISCELLANEOUS.




 


	a.  	
      Waiver.
      Borrower and all endorsers, sureties and guarantors hereby jointly and
      severally waive all applicable exemption rights, valuation and
      appraisement, presentment for payment, demand, notice of demand, notice of
      nonpayment or dishonor, protest and notice of protest of this Note, and,
      except as otherwise expressly provided in the Loan Documents, all other
      notices in connection with the delivery, acceptance, performance, default
      or enforcement of the payment of this Note. Borrower and all endorsers,
      sureties and guarantors consent to any and all extensions of time,
      renewals, waivers or modifications that may be granted by Lender with
      respect to the payment or other provisions of this Note and to the release
      of the collateral securing this Note or any part thereof, with or without
      substitution, and agree that additional makers, endorsers, guarantors or
      sureties may become parties hereto without notice to them or affecting
      their liability under this Note.




 


	b.  	
      Non-Recourse.
      Recourse to the Borrower or any other Person with respect to any claims
      arising under or in connection with this Note shall be limited to the
      extent provided in Section
      18 of
      the Loan Agreement and the terms, covenants and conditions of Section
      18 of
      the Loan Agreement are hereby incorporated by reference as if fully set
      forth in this Note.




 


	c.  	
      Note
      Secured.
      This Note and all obligations of Borrower hereunder are secured by the
      Loan Agreement, the Security Instrument and the other Loan
      Documents.




 


	d.  	
      Notices.
      Any notice, election, request or demand which by any provision of this
      Note is required or permitted to be given or served hereunder shall be
      given or served in the manner required for the delivery of notices
      pursuant to the Loan Agreement.




 

























 


	e.  	
      Entire
      Agreement.
      This Note, together with the other Loan Documents, constitutes the entire
      and final agreement between Borrower and Lender with respect to the
      subject matter hereof and thereof and may only be changed, amended,
      modified or waived by an instrument in writing signed by Borrower and
      Lender.




 


	f.  	
      No
      Waiver.
      No waiver of any term or condition of this Note, whether by delay,
      omission or otherwise, shall be effective unless in writing and signed by
      the party sought to be charged, and then such waiver shall be effective
      only in the specific instance and for the purpose for which given. 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.




 


	g.  	
      Successors
      and Assigns.
      This Note shall be binding upon and inure to the benefit of Borrower and
      Lender and their respective successors and permitted assigns. Upon any
      endorsement, assignment, or other transfer of this Note by Lender or by
      operation of law, the term "Lender" as used herein, shall mean such
      endorsee, assignee, or other transferee or successor to Lender then
      becoming the holder of this Note. The term "Borrower" as used herein shall
      include the respective successors and assigns, legal and personal
      representatives, executors, administrators, devisees, legatees and heirs
      of Borrower, if any.




 


	h.  	
      Captions.
      All paragraph, section, exhibit and schedule headings and captions herein
      are used for reference only and in no way limit or describe the scope or
      intent of, or in any way affect, this Note.




 


	i.  	
      Severability.
      The provisions of this Note are severable, and if any one clause or
      provision hereof shall be held invalid or unenforceable in whole or in
      part, then such invalidity or unenforceability shall affect only such
      clause or provision, or part thereof, and not any other clause or
      provision of this Note.




 


	j.  	
      GOVERNING
      LAW.
      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK
      GENERAL OBLIGATIONS LAW. BORROWER AGREES THAT, AT LENDER'S OPTION, ANY
      SUIT FOR THE ENFORCEMENT OF THIS NOTE OR ANY OTHER LOAN DOCUMENT MAY BE
      BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT
      SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT
      AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER IN
      THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THE LOAN AGREEMENT.
      BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
      THE VENUE OF ANY SUCH 




 






















SUIT OR
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.

 


	k.  	
      JURY
      TRIAL WAIVER.
      BORROWER AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER IT HEREBY
      EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO
      TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING
      UNDER THIS NOTE, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE
      MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR
      INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
      RESPECT TO THIS NOTE (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER
      INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
      HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
      WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR
      HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;
      AND BORROWER HEREBY AGREES AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A
      COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF
      THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. BORROWER
      ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE
      MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL
      INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE
      REPAYMENT OF THE LOAN.




 


	l.  	
      Counterclaims
      and other Actions.
      Borrower hereby expressly and unconditionally waives, in connection with
      any suit, action or proceeding brought by Lender on this Note, any and
      every right it may have to (i) 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 (ii) have any such suit, action or proceeding
      consolidated with any other or separate suit, action or
      proceeding.




 

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

 




 



























IN
WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered as
of the day and year first above written.

 


Note
Execution
BORROWER:




CNL HOTEL
DEL PARTNERS, LP, 

a
Delaware limited partnership




By: CNL Hotel
Del Partners GP, LLC,

a
Delaware limited liability company

Its
General Partner 







By:  /s/
John X. Brady, Jr.   

Name: 
John X. Brady, Jr.

Title:   
Vice President