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                                                                  Exhibit 10.105

                                                                   CNL - Orlando

                                PROMISSORY NOTE

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

                                    RECITALS:

      A. This Note evidences a loan (the "Loan") made by Lender to Borrower in
the original principal amount of THREE HUNDRED THIRTY-FIVE MILLION AND NO/100
DOLLARS ($335,000,000.00) (the "Loan Amount") and secured by, inter alia, that
certain Mortgage, Security Agreement, Assignment of Rents and Fixture Filing 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 rate of 5.71% per annum (the "Interest Rate") 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

            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.

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SECTION 2.  PAYMENTS AND LOAN TERMS

      Section 2.1. Interest and Amortization Payments.

                  (a) If the advance of the Loan Amount evidenced by this Note
is made on a date other than a Payment Date, Borrower shall pay to Lender
contemporaneously with the execution hereof interest at the Interest Rate for a
period from the date hereof through and including the last day of the month in
which the Loan Amount is advanced. Commencing on the Payment Date occurring in
April, 2006, and on each Payment Date thereafter until this Note is paid in full
on the Maturity Date or otherwise, interest for the Interest Accrual Period
ending immediately preceding the Payment Date shall be due and payable. The
entire outstanding principal balance, to the extent not theretofore paid,
together with all accrued but unpaid interest thereon and any other amounts due
hereunder shall be due and payable on the Payment Date in March, 2011 (the
"Maturity Date"). All payments due hereunder shall be made without any
counterclaim, setoff or deduction whatsoever.

                  (b) To the extent any Interest Shortfall shall occur, except
as otherwise provided in Section 3.2 hereof, such Interest Shortfall shall
accrue additional interest at the Interest Rate.

                  (c) To the extent Payments (as hereinafter defined) are or
become due and payable under this Note or under any of the other Loan Documents
on a day (the "Due Date") which is not a Business Day, such Payments are and
shall be due and payable on the first Business Day immediately following the Due
Date for such Payments. In the event that any Payment is received after 2:00
p.m. Eastern Time on any day, it shall be deemed received and paid on the
subsequent Business Day.

      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 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 clauses (ii) and (iii) of
      this Section 2.2(a)(1)) in such order and priority as determined by Lender
      in its sole discretion (ii) second, 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) and (iii) third, 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.

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                  (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.

Section 2.3. Prepayments.

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

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 18.32 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

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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 other
Loan Documents.

      Section 5.2. Modification, Waiver in Writing.

      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

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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 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.

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      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.

      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]

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

                                    BORROWER:

                                    CNL GL RESORT, LP, a Delaware limited
                                    partnership

                                    By: CNL GL RESORT GP, LLC, a Delaware
                                        limited liability company, it's
                                        General Partner

                                        By: /s/ John X. Brady, Jr.
                                            -----------------------------
                                            Name:  John X. Brady. Jr.
                                            Title: Vice President

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                           ALLONGE TO PROMISSORY NOTE

Allonge to Promissory Note, dated as of _________ __, 200_, made by
___________________________, a _________________________ in favor of WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, in the original
principal amount of _______________ AND NO/100 DOLLARS ($_______.00).

                                   ENDORSEMENT

Pay to the order of ______________________________________________, without
recourse or warranty.

Dated: _____________, 200__

                                      WACHOVIA BANK, NATIONAL ASSOCIATION

                                      By: __________________________________
                                          Name:
                                          Title: