**EXHIBIT
10.97**
 
 
 **MEZZANINE
NOTE**
  (Senior
Mezzanine)
  New York,
New York
 $90,000,000 February
9, 2005
 
 
 MEZZANINE
NOTE (Senior Mezzanine), dated as of February 9, 2005 (this **Mezzanine
Note** ), by CNL
HOTEL DEL SENIOR MEZZ PARTNERS, LP, a Delaware limited partnership ( **Mezzanine
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, **Mezzanine
Lender** ), having
an office at 60 Wall Street, 10th Floor, New York, New York 10005.
  NOW,
THEREFORE, FOR VALUE RECEIVED, Mezzanine Borrower promises to pay to the order
of Mezzanine Lender the Principal Amount (as defined below), together with
interest from the date hereof and other fees, expenses and charges as provided
in this Mezzanine Note.
  **1.**  **DEFINED
TERMS**
  a.
    Capitalized
      terms used but not otherwise defined herein shall have the respective
      meanings given thereto in the Mezzanine Loan Agreement (as defined below),
      unless otherwise expressly provided herein. All references to sections
      shall be deemed to be references to sections of this Mezzanine Note,
      unless otherwise indicated.
  b.
    The
      following terms shall have the meanings ascribed
  thereto:
  **Default
Rate** shall
mean, with respect to an acceleration of the Mezzanine 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 (15 th )
calendar day of a calendar month and ending on (and including) the fourteenth
(14 th )
calendar day of the following calendar month; provided that the
first interest period shall commence on the date 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 Mezzanine Lender shall request the principal London
office of any four (4) prime banks in the London interbank market selected by
the Mezzanine 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 Mezzanine Lender will request major banks in New York City
selected by the Mezzanine 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.
  **Maturity
Date** shall
mean the Initial Maturity Date, provided that (a) in the event of the exercise
by Mezzanine Borrower of the First Extension Option pursuant to Section
5(a) of this
Mezzanine Note, the Maturity Date shall be the First Extended Maturity Date, and
   
  (b) in
the event of the exercise by Mezzanine Borrower of the Second Extension Option
pursuant to Section
5(a) of this
Mezzanine Note, the Maturity Date shall be the Second Extended Maturity Date, or
such earlier date on which the final payment of principal of this Mezzanine Note
becomes due and payable as provided in the Mezzanine Loan Agreement or this
Mezzanine Note, whether at such stated maturity date, by declaration of
acceleration, or otherwise; provided, notwithstanding the foregoing, the
Maturity Date shall automatically be deemed to refer to any earlier date that
the Mortgage Loan is paid in full (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) .
  **Mezzanine
Borrower** shall
have the meaning provided in the first paragraph hereof.
  **Mezzanine
Lender** shall
have the meaning provided in the first paragraph hereof.
  **Mezzanine
Loan Agreement** shall
mean the Mezzanine Loan and Security Agreement (Senior Mezzanine), dated the
date hereof, between Mezzanine Borrower and Mezzanine Lender.
  **Mezzanine
Note** shall
have the meaning provided in the first paragraph hereof.
  **Payment
Date** shall be
the ninth (9 th )
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 Mezzanine Borrower's
payment of the Loan (or any part thereof, to the extent permitted by the Loan
Documents (Senior Mezzanine)) (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 Mezzanine
Borrower's payment of the Principal Amount.
  **Prepayment
Notice** shall
have the meaning provided in Section
4(a)(i) .
  **Principal
Amount** shall
mean NINETY MILLION DOLLARS ($90,000,000) or so much as may be outstanding under
this Mezzanine 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 Mezzanine 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 Mezzanine Loan Agreement to the contrary,
      interest shall accrue on all amounts advanced by Mezzanine Lender pursuant
      to the Loan Documents (Senior Mezzanine) (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 thisSection
      2are subject in all events to the provisions ofSection
      2.2.4of
      the Mezzanine Loan Agreement.
  **3.**  **PAYMENTS**
  a.
    On
      each Payment Date, Mezzanine Borrower shall pay to Mezzanine Lender
      interest accruing hereunder during the entire Interest Period in which
      said Payment Date occurs.
  b.
    All
      payments made by Mezzanine Borrower hereunder or under any of the Loan
      Documents (Senior Mezzanine) 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 Mezzanine Lender pursuant to the Loan Documents
      (Senior Mezzanine), other than the Principal Amount, or other charges
      provided in the Loan Documents (Senior Mezzanine), shall be due and
      payable as provided in the Loan Documents (Senior Mezzanine). In the event
      any such advance or charge is not so repaid by Mezzanine Borrower,
      Mezzanine Lender may, at its option, first apply any payments received
      under this Mezzanine Note to repay such advances, together with any
      interest thereon, or other charges as provided in the Loan Documents
      (Senior Mezzanine), 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 Mezzanine 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 (Senior
      Mezzanine), 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 Mezzanine Note shall be payable, without any counterclaim,
      setoff or deduction whatsoever, at the office of Mezzanine Lender or its
      agent or designee at the address set forth on the first page of this
      Mezzanine Note or at such other place as Mezzanine Lender or its agent or
      designee may from time to time designate in
writing.
  f.
    All
      amounts due under this Mezzanine 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 Mezzanine Borrower makes a payment or Mezzanine Lender
      receives any payment or proceeds for Mezzanine 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 Mezzanine Borrower hereunder intended to be satisfied
shall be revived and continue as if such payment or proceeds had not been
received by Mezzanine Lender.
  **4.**  **PREPAYMENTS**
  Prior to
February 15, 2005, the outstanding Principal Amount may not be paid in whole or
in part.
  **a.**
    **Voluntary
      Prepayments**.
      Mezzanine Borrower shall have the right on any Business Day on or after
      February 15, 2005 to prepay the Principal Amount in whole or in part, upon
      satisfaction of the following conditions:
  i.
    Mezzanine
      Borrower shall provide prior written notice (the**Prepayment
      Notice**)
      to Mezzanine 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 Mezzanine Borrower (but
      not more than two (2) times in any twelve (12) month period) provided,
      however, if Mezzanine Borrower elects to so revoke a Prepayment Notice,
      Mezzanine Borrower shall reimburse Mezzanine Lender for the actual
      out-of-pocket expenses incurred by Mezzanine Lender in connection with
      such revocation;
  ii.
    Mezzanine
      Borrower shall comply with the provisions set forth inSection
      4(c)of
      this Mezzanine 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 Mezzanine
      Borrower actually receives any Proceeds, Mezzanine Borrower shall prepay
      the outstanding principal balance of the Mezzanine 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.
    Mezzanine
      Borrower shall comply with the provisions set forth inSection
      4(c)of
      this Mezzanine Note.
  c.
    Payments
      in Connection with a Prepayment.
   
  
  i.
    On
      the date on which a prepayment, voluntary or mandatory, is made under this
      Mezzanine Note or as required under the Loan Agreement, Mezzanine Borrower
      shall pay to Mezzanine 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 calendar
      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, Mezzanine Borrower shall only be required to pay Mezzanine
      Lender all unpaid interest on the Principal Amount prepaid, such unpaid
      interest calculated through the date of such
prepayment.
  ii.
    On
      the Prepayment Date, Mezzanine Borrower shall pay to Mezzanine Lender all
      other sums, not including scheduled interest payments but including and
      not limited to, the Prepayment Fee, then due under the Mezzanine Note, the
      Mezzanine Loan Agreement, the Pledge, and the other Loan Documents (Senior
      Mezzanine); and
  iii.
    Mezzanine
      Borrower shall pay all costs and expenses of Mezzanine Lender incurred in
      connection with the prepayment (including without limitation, any costs
      and expenses associated with a release of the Lien of the related Pledge
      as set forth inSection
      2.3.3of
      the Mezzanine Loan Agreement as well as reasonable attorneys' fees and
      expenses).
  **5.**  **EXTENSION
OPTION**
  **a.**
    **Extension
      Option**.
      Subject to the provisions of thisSection
      5,
      Mezzanine Borrower shall have the option (the**First
      Extension Option**),
      by irrevocable written notice (the**First
      Extension Notice**)
      delivered to Mezzanine 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 Mezzanine Borrower shall have exercised the First Extension
      Option, Mezzanine Borrower shall have the option (the**Second
      Extension Option**),
      by irrevocable written notice (the**Second
      Extension Notice**)
      delivered to Mezzanine 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**).
      Mezzanine 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 Mezzanine 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.
    Mezzanine
      Borrower shall obtain and deliver to Mezzanine 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.
    Mezzanine
      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
  iv.
    Mortgage
      Borrower simultaneously extends the term of the Mortgage Loan for an
      identical period of time.
  **b.**
    **Extension
      Documentation**.
      As soon as practicable following an extension of the Maturity Date
      pursuant to thisSection
      5,
      Mezzanine Borrower shall, if requested by Mezzanine Lender, execute and
      deliver an amendment of and/or restatement of the Mezzanine Note and
      shall, if requested by Mezzanine Lender, enter into such amendments to the
      related Loan Documents (Senior Mezzanine) as may be necessary or
      appropriate to evidence the extension of the Maturity Date as provided in
      thisSection
      5;provided,however,
      that no failure by Mezzanine Borrower to enter into any such amendments
      and/or restatements shall affect the rights or obligations of Mezzanine
      Borrower or Mezzanine Lender with respect to the extension of the Maturity
      Date.
  **6.**  **MISCELLANEOUS**
  **a.**
    **Waiver**.
      Mezzanine 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 Mezzanine
      Note, and, except as otherwise expressly provided in the Loan Documents
      (Senior Mezzanine), all other notices in connection with the delivery,
      acceptance, performance, default or enforcement of the payment of this
      Mezzanine Note. Mezzanine Borrower and all endorsers, sureties and
      guarantors consent to any and
   
  all
extensions of time, renewals, waivers or modifications that may be granted by
Mezzanine Lender with respect to the payment or other provisions of this
Mezzanine Note and to the release of the collateral securing this Mezzanine 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 Mezzanine
Note.
  **b.**
    **Non-Recourse**.
      Recourse to the Mezzanine Borrower or any other Person with respect to any
      claims arising under or in connection with this Mezzanine Note shall be
      limited to the extent provided inSection
      18of
      the Mezzanine Loan Agreement and the terms, covenants and conditions ofSection
      18of
      the Mezzanine Loan Agreement are hereby incorporated by reference as if
      fully set forth in this Mezzanine Note.
  **c.**
    **Mezzanine
      Note Secured**.
      This Mezzanine Note and all obligations of Mezzanine Borrower hereunder
      are secured by the Mezzanine Loan Agreement, the Pledge and the other Loan
      Documents (Senior Mezzanine).
  **d.**
    **Notices**.
      Any notice, election, request or demand which by any provision of this
      Mezzanine 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 Mezzanine Loan
Agreement.
  **e.**
    **Entire
      Agreement**.
      This Mezzanine Note, together with the other Loan Documents (Senior
      Mezzanine), constitutes the entire and final agreement between Mezzanine
      Borrower and Mezzanine 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 Mezzanine Borrower and Mezzanine
      Lender.
  **f.**
    **No
      Waiver**.
      No waiver of any term or condition of this Mezzanine 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, Mezzanine Borrower shall entitle
      Mezzanine Borrower to any other or future notice or demand in the same,
      similar or other circumstances.
  **g.**
    **Successors
      and Assigns**.
      This Mezzanine Note shall be binding upon and inure to the benefit of
      Mezzanine Borrower and Mezzanine Lender and their respective successors
      and permitted assigns. Upon any endorsement, assignment, or other transfer
      of this Mezzanine Note by Mezzanine Lender or by operation of law, the
      term "Mezzanine Lender" as used herein, shall mean such endorsee,
      assignee, or other transferee or successor to Mezzanine Lender then
      becoming the holder of this Mezzanine Note. The term "Mezzanine Borrower"
      as used herein shall include the respective successors and assigns, legal
      and personal representatives, executors, administrators, devisees,
      legatees and heirs of Mezzanine 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 Mezzanine
Note.
  **i.**
    **Severability**.
      The provisions of this Mezzanine 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 Mezzanine Note.
  **j.**
    **GOVERNING
      LAW**.
      THIS MEZZANINE 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. MEZZANINE BORROWER AGREES THAT, AT MEZZANINE
      LENDER'S OPTION, ANY SUIT FOR THE ENFORCEMENT OF THIS MEZZANINE NOTE OR
      ANY OTHER MEZZANINE 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 MEZZANINE BORROWER IN THE MANNER AND AT THE
      ADDRESS SPECIFIED FOR NOTICES IN THE MEZZANINE LOAN AGREEMENT. MEZZANINE
      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**.
      MEZZANINE 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 MEZZANINE 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 MEZZANINE 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 MEZZANINE 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.
MEZZANINE 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** .
Mezzanine Borrower hereby expressly and unconditionally waives, in connection
with any suit, action or proceeding brought by Mezzanine Lender on this
Mezzanine 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 Mezzanine Lender on this Mezzanine
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, Mezzanine Borrower has caused this Mezzanine Note to be
executed and delivered as of the day and year first above written.
  
 **MEZZANINE
BORROWER:**
 
 CNL HOTEL
DEL SENIOR MEZZ PARTNERS, LP,
 a
Delaware limited partnership
 
 By:  CNL Hotel
Del Senior Mezz 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