Exhibit 10.5


                      SECURITY AND PLEDGE AGREEMENT (GP/LP)

     THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10,
2003, made by CNL ROSE ACQUISITION CORP., a Delaware corporation (the
"PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the
"ADMINISTRATIVE AGENT") for the banks and other financial institutions
("LENDERS") parties to the Credit Agreement referred to below.

     RFS Partnership, L.P., a Tennessee limited partnership ("PARTNERSHIP"), and
RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;"
Partnership and Financing are each a "BORROWER" and collectively, "BORROWERS")
are parties to the Credit Agreement, dated as of the date of this Agreement (as
the same may be amended, supplemented or modified from time to time, the "CREDIT
AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and
the Administrative Agent pursuant to which the Lenders have agreed, among other
things, to make Loans to Borrowers;

     The Pledgor is the limited partner of Partnership;

     It is a condition precedent to the obligation of the Lenders to make Loans
under the Credit Agreement that the Pledgor and the Administrative Agent shall
have executed this Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:

     1. DEFINED TERMS. As used in this Agreement terms defined in the Credit
Agreement or in the recitals hereto shall have their defined meanings when used
herein, and the following terms shall have the following meanings:

          "AGREEMENT" means this Security and Pledge Agreement, as the same may
     from time to time be amended, supplemented or otherwise modified from time
     to time.

          "COLLATERAL" means the Interests and all Proceeds.

          "INTERESTS" means all distributions, allocations, proceeds, fees,
     preferences, payments, and other economic benefits which Pledgor now is or
     may become entitled to receive with respect to its partnership interests in
     Partnership.

          "OBLIGATIONS" means all advances to, and debts, liabilities,
     obligations, covenants and duties of, Partnership, the Pledgor, and each
     Borrower arising under any Loan Document or otherwise with respect to any
     Loan, whether direct or indirect (including those acquired by assumption),
     absolute or contingent, due or to become due, now existing or hereafter
     arising and including interest and fees that accrue after the commencement
     by or against any Borrower, Pledgor, or any Affiliate thereof of any
     proceeding under any Debtor Relief Laws naming such Person as the debtor in
     such proceeding, regardless of whether such interest and fees are allowed
     claims in such proceeding.

          "PARTNERSHIP AGREEMENT" means the 6th Amended and Restated Partnership
     Agreement of Partnership, dated as of July 10, 2003, as the same may be
     further amended, modified or supplemented from time to time.

          "PROCEEDS" means all "proceeds" (as such term is defined in Section
     9-102 of the Uniform Commercial Code in effect in the State of New York on


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     the date hereof) of the Interests, including, without limitation, all
     income, gain, credit, distributions and similar items from or with respect
     to the Interests, collections thereon or distributions with respect
     thereto.

          "UCC" or "UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code
     from time to time in effect in the State of New York.

     2. ASSIGNMENT AND GRANT OF SECURITY INTEREST. As collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of all the Obligations and in order to
induce the Lenders to make Loans in accordance with the terms of the Credit
Agreement, the Pledgor hereby pledges and grants to the Administrative Agent
(for the benefit of the Lenders), a first priority Lien on and security interest
in and to, and agrees and acknowledges that Administrative Agent has and shall
continue to have, a security interest in and to, and assigns, transfers, pledges
and conveys to Administrative Agent (for the benefit of the Lenders) all of
Pledgor's right, title, and interest in and to the Collateral.

     3. PLEDGOR REMAINS LIABLE. Notwithstanding anything to the contrary
contained herein, (a) Pledgor shall remain liable under the Partnership
Agreement to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Administrative Agent of any of its rights
hereunder shall not release Pledgor from any of its duties or obligations under
the contracts and agreements included in the Collateral, and (c) the
Administrative Agent shall not have any obligation or liability under the
Partnership Agreement by reason of this Agreement, nor shall the Administrative
Agent be obligated to perform any of the obligations or duties of Pledgor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

     4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants
that:

          (a) the Pledgor has the power and authority and the legal right to
     execute and deliver, to perform its obligations under, and to grant the
     Lien on the Collateral pursuant to, this Agreement and has taken all
     necessary action to authorize its execution, delivery and performance of,
     and grant of the Lien on the Collateral pursuant to, this Agreement;

          (b) this Agreement constitutes a legal, valid and binding obligation
     of the Pledgor enforceable against the Pledgor in accordance with its
     terms, except as enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement of
     creditors' rights generally and by general equitable principles;

          (c) the execution, delivery and performance of this Agreement will not
     violate any provision of any Laws or contractual obligation of the Pledgor
     and will not result in the creation or imposition of any Lien on any of the
     properties or revenues of the Pledgor pursuant to any Laws or contractual
     obligation of the Pledgor, except as contemplated hereby;

          (d) no consent or authorization of, filing with, or other act by or in
     respect of, any arbitrator or Governmental Authority and no consent of any
     other Person (including, without limitation, any creditor of the Pledgor or
     Borrowers), is required in connection with the execution, delivery,
     performance, validity or enforceability of this Agreement;

          (e) no litigation, investigation or proceeding of or before any
     arbitrator or Governmental Authority is pending or, to the knowledge of the
     Pledgor, threatened by or against the Pledgor or against any of the
     Collateral with respect to this Agreement or any of the transactions
     contemplated hereby;


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          (f) the Pledgor is the sole record and beneficial owner of, and has
     good and sole legal title to, the Interests, free of any and all Liens or
     options in favor of, or claims of, any other Person, except the Liens
     created by this Agreement;

          (g) no security agreement, financing statement, equivalent security or
     lien instrument or continuation statement covering all or part of the
     Collateral is on file or of record in any public office, except such as may
     have been or will be filed in favor of the Administrative Agent (for the
     benefit of the Lenders) pursuant to this Agreement or have otherwise been
     filed in favor of the Administrative Agent (for the benefit of the
     Lenders);

          (h) upon the execution of this Agreement and the filing of the
     financing statement in the appropriate office, the Lien granted pursuant to
     this Agreement will constitute a valid, perfected first priority Lien on
     the Collateral, prior to all other Liens, which will be enforceable as such
     as against all creditors of the Pledgor and any Persons purporting to
     purchase any Collateral from the Pledgor, except as enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium or
     similar laws affecting the enforcement of creditors' rights generally. All
     action necessary or desirable to perfect such security interest in each
     item of the Collateral requested by the Administrative Agent, including the
     filing of financing statements in the offices referred to on SCHEDULE I to
     this Agreement has been or will be duly taken;

          (i) the Pledgor's principal place of business, chief executive office
     and the place where its records concerning the Collateral are kept is at
     450 South Orange Avenue, Orlando, FL, 32801 and the Pledgor will not change
     such principal place of business or chief executive office or remove such
     records without giving the Administrative Agent at least 30 days prior
     written notice thereof. The Pledgor will not change its name, identity or
     structure in any manner which might make any financing statement filed
     hereunder seriously misleading unless it shall have given the
     Administrative Agent at least 30 days prior written notice thereof and the
     Administrative Agent has provided its written consent with respect to such
     change;

          (j) the Pledgor is a limited partner of Partnership and its percentage
     interests in Partnership as limited partner is 99.9%; and a complete and
     correct copy of the Partnership Agreement has been delivered to each
     Lender;

          (k) the Pledgor is a Corporation duly organized and validly existing
     under the laws of the State of Delaware; and

          (l) the execution and delivery of this Agreement will not result in
     any violation of or be in conflict with or constitute a default under any
     term of the Partnership Agreement or of any agreement or instrument of
     Pledgor.

     5. COVENANTS. The Pledgor covenants and agrees with the Administrative
Agent that, from and after the date of this Agreement until the Obligations are
paid in full:

          (a) In case any distribution of capital shall be made on or in respect
     of the Interests or any property shall be distributed upon or with respect
     to the Interests pursuant to the recapitalization or reclassification of
     the capital of Partnership or pursuant to the reorganization thereof, the
     property so distributed shall be delivered to the Administrative Agent to


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     be held by it, subject to the terms hereof, as additional collateral
     security for the Obligations. If any sums of money or property so paid or
     distributed in respect of the Interests shall be received by the Pledgor,
     the Pledgor shall, until such money or property is paid or delivered to the
     Administrative Agent, hold such money or property in trust for the
     Administrative Agent, segregated from other funds of the Pledgor, as
     additional collateral security for the Obligations.

          (b) Except as expressly permitted by the Credit Agreement, without the
     prior written consent of the Administrative Agent, the Pledgor will not (i)
     sell, assign, transfer, exchange or otherwise dispose of, or grant any
     option with respect to, the Collateral, or (ii) create, incur or permit to
     exist any Lien or option in favor of, or any claim of any Person with
     respect to, any of the Collateral, or any interest therein, except for the
     Lien provided for by this Agreement. The Pledgor will defend the right,
     title and interest of the Administrative Agent in and to the Collateral
     against the claims and demands of all Persons whomsoever. The Pledgor will
     not sell, transfer or otherwise dispose of any of the Collateral, or
     attempt, offer or contract to do so.

          (c) At any time and from time to time, upon the written request of the
     Administrative Agent, and at the sole expense of the Pledgor, the Pledgor
     will promptly and duly execute and deliver such further instruments and
     documents and take such further actions as the Administrative Agent may
     reasonably request for the purposes of obtaining or preserving the full
     benefits of this Agreement and of the rights and powers herein granted,
     including, without limitation, the filing of any financing or continuation
     statements under the UCC in effect in any jurisdiction with respect to the
     Liens granted hereby. The Pledgor also hereby authorizes the Administrative
     Agent to file any such financing or continuation statement without the
     signature of the Pledgor to the extent permitted by applicable law. If any
     amount payable under or in connection with any of the Collateral shall be
     or become evidenced by any promissory note or other instrument, such note
     or instrument shall be immediately pledged hereunder to the Administrative
     Agent, duly endorsed in a manner satisfactory to the Administrative Agent.

          (d) The Pledgor will advise the Administrative Agent promptly, in
     reasonable detail, of any Lien or claim made or asserted against any of the
     Collateral.

          (e) The Pledgor agrees to pay, and to save the Administrative Agent
     harmless from, any and all liabilities with respect to, or resulting from
     any delay in paying, any and all stamp, excise, sales or other taxes which
     may be payable or determined to be payable with respect to any of the
     Collateral or in connection with any of the transactions contemplated by
     this Agreement.

     6. CASH DISTRIBUTIONS; VOTING RIGHTS. Unless an Event of Default shall have
occurred and be continuing, the Pledgor shall be permitted to receive all cash
distributions paid in the normal course of business of Partnership and to
exercise all voting and partnership rights with respect to the Interests,
PROVIDED HOWEVER, that no vote shall be cast or partnership right exercised or
other action taken which, in the Administrative Agent's reasonable judgment,
would impair the Collateral or which would be inconsistent with or result in a
breach of any provision of the Credit Agreement, any other Loan Document or this
Agreement. Notwithstanding any other provision hereof, Pledgor may make any
distributions permitted under the Credit Agreement.

     7. RIGHTS OF THE ADMINISTRATIVE AGENT.

          (a) If an Event of Default shall occur and be continuing, (i) the
     Administrative Agent shall have the right to receive and shall receive any
     and all cash distributions paid in respect of the Interests and make
     application thereof to the Obligations in such order as it may determine.

          (b) The rights of the Administrative Agent hereunder shall not be
     conditioned or contingent upon the pursuit by the Administrative Agent of
     any right or remedy against Borrowers, or against any other Person which


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     may be or become liable in respect of all or any part of the Obligations or
     against any other collateral security therefor, guarantee thereof or right
     of offset with respect thereto. The Administrative Agent shall not be
     liable for any failure to demand, collect or realize upon all or any part
     of the Collateral or for any delay in doing so, nor shall it be under any
     obligation to sell or otherwise dispose of any Collateral upon the request
     of the Pledgor or any other Person or to take any other action whatsoever
     with regard to the Collateral or any part thereof.

     8. ADMINISTRATIVE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.

          (a) The Pledgor hereby irrevocably constitutes and appoints the
     Administrative Agent and any officer or agent thereof, with full power of
     substitution, as its true and lawful attorney-in-fact with full irrevocable
     power and authority in the place and stead of the Pledgor and in the name
     of the Pledgor or in its own name, from time to time in the Administrative
     Agent's discretion, for the purpose of carrying out the terms of this
     Agreement, to take any and all appropriate action and to execute any and
     all documents and instruments which may be necessary or desirable to
     accomplish the purposes of this Agreement and, without limiting the
     generality of the foregoing, hereby gives the Administrative Agent the
     power and right, on behalf of the Pledgor without notice to or assent by
     the Pledgor to do the following:

               (i) upon the occurrence and continuation of an Event of Default
          to ask, demand, collect, receive and give acceptances and receipts for
          any and all moneys due and to become due with respect to the
          Collateral and, in the name of the Pledgor or its own name or
          otherwise, to take possession of, endorse and collect any checks,
          drafts, notes, acceptances or other instruments for the payment of
          moneys due with respect to the Collateral and to file any claim or to
          take any other action or proceeding in any court of law or equity or
          otherwise as deemed appropriate by the Administrative Agent for the
          purpose of collecting any and all such moneys due with respect to the
          Collateral or whenever payable;

               (ii) to pay or discharge taxes, liens, security interests or
          other encumbrances levied or placed on or threatened against the
          Collateral; and

               (iii) upon the occurrence and during the continuance of an Event
          of Default, (A) to direct any party liable for any payment to the
          Pledgor with respect to the Collateral to make payment of any and all
          moneys due and to become due thereunder directly to the Administrative
          Agent or as the Administrative Agent shall direct; (B) to receive
          payment of and receipt for any and all moneys, claims and other
          amounts due and to become due at any time in respect of or arising out
          of any Collateral; (C) to sign and endorse any invoices, drafts
          against debtors, assignments, verifications and notices in connection
          with accounts and other documents relating to the Collateral; (D) to
          commence and prosecute any suits, actions or proceedings at law or in
          equity in any court of competent jurisdiction to collect the
          Collateral and to enforce any other right in respect of any
          Collateral; (E) to defend any suit, action or proceeding brought
          against the Pledgor with respect to any Collateral; (F) to settle,
          compromise or adjust any suit, action or proceeding described above
          and, in connection therewith, to give such discharges or releases as
          the Administrative Agent may deem appropriate; and (G) generally, to
          sell, transfer, pledge, make any agreement with respect to or
          otherwise deal with any of the Collateral as fully and completely as
          though the Administrative Agent were the absolute owner thereof for
          all purposes, and to do, at the Administrative Agent's option and the
          Pledgor's expense, at any time, or from time to time, all acts and


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          things which the Administrative Agent deems necessary to protect,
          preserve or realize upon the Collateral and the Administrative Agent's
          security interest therein, in order to effect the intent of this
          Agreement, all as fully and effectively as the Pledgor might do.

     The Pledgor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof.

          (b) The powers conferred on the Administrative Agent (for the benefit
     of the Lenders) hereunder are solely to protect its interests (for the
     benefit of the Lenders) in the Collateral and shall not impose any duty
     upon it to exercise any such powers. The Administrative Agent shall be
     accountable only for amounts that it actually receives as a result of the
     exercise of such powers, and neither it nor any of its officers, directors,
     employees or agents shall be responsible to the Pledgor or to any other
     partner of Partnership for any act or failure to act.

          (c) The Pledgor also authorizes the Administrative Agent, at any time
     and from time to time, to execute, in connection with the sale provided for
     in SECTION 9 of this Agreement, any indorsements, assignments or other
     instruments of conveyance or transfer with respect to the Collateral.

     9. REMEDIES. If an Event of Default shall occur and be continuing, the
Administrative Agent may exercise, in addition to all other rights and remedies
granted in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the UCC. Without limiting the generality of the foregoing and to the
extent permitted by applicable law, the Administrative Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon the
Pledgor, Borrowers or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Administrative Agent shall have the
right upon any such public sale or sales, and, to the extent permitted by law,
upon any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Pledgor,
which right or equity is hereby waived or released. The Administrative Agent
shall apply any Proceeds from time to time held by it and the net proceeds of
any such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred therein
or incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent hereunder,
including, without limitation, reasonable attorneys' fees and disbursements, to
the payment in whole or in part of the Obligations, in such order as the
Administrative Agent may elect, and only after such application and after the
payment by the Administrative Agent of any other amount required by any
provision of law, including, without limitation, Section 9-615 of the UCC, need
the Administrative Agent account for the surplus, if any, to the Pledgor. To the
extent permitted by applicable law, the Pledgor waives all claims, damages and
demands it may acquire against the Administrative Agent arising out of the
exercise by the Administrative Agent of any of its rights hereunder except to
the extent any thereof arise solely from the willful misconduct of the
Administrative Agent. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least ten (10) days before such sale or other disposition.
The Pledgor shall remain liable for any deficiency if the proceeds of any sale


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or other disposition of the Collateral are insufficient to pay the Obligations
and the fees and disbursements of any attorneys employed by the Administrative
Agent or any Lender to collect such deficiency.

     10. AUTHORITY OF ADMINISTRATIVE AGENT. The Pledgor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Pledgor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and neither the Pledgor nor
Borrowers shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.

     11. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The Pledgor shall
remain obligated hereunder, and the Collateral shall remain subject to the Liens
granted hereby, notwithstanding that, without any reservation of rights against
the Pledgor, and without notice to or further assent by the Pledgor, any demand
for payment of any of the Obligations made by the Administrative Agent or any
Lender may be rescinded by the Administrative Agent or such Lender, and any of
the Obligations continued, and the Obligations, or the liability of either
Borrower or any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered, or released by the Administrative
Agent or any Lender, and the Credit Agreement, the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or part, as the Lenders (or the
Required Lenders, as the case may be) may deem advisable from time to time, and
any guarantee, right of offset or other collateral security at any time held by
the Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any other Lien at any time held by it as security for the Obligations or
any property subject thereto. The Pledgor waives any and all notice of the
creation, renewal, extension or accrual of any of the Obligations and notice of
or proof of reliance by the Administrative Agent or any Lender upon this
Agreement; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred in reliance upon this Agreement; and
all dealings between Borrowers and the Pledgor, on the one hand, and the
Administrative Agent and the Lenders, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Agreement. The Pledgor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon Borrowers or the Pledgor
with respect to the Obligations.

     12. LIMITATION ON DUTIES REGARDING COLLATERAL. Neither the Administrative
Agent nor any of its directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Pledgor or otherwise.

     13. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled with
an interest.

     14. SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


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     15. PARAGRAPH HEADINGS. The paragraph headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

     16. NO WAIVER; CUMULATIVE REMEDIES; INTEGRATION. The Administrative Agent
shall not by any act (except by a written instrument pursuant to this
paragraph), delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any Event of Default or
in any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy which
the Administrative Agent would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.
This Agreement represents the agreement of the Pledgor and the Administrative
Agent with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent relative to the subject matter
hereof not reflected herein.

     17. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW. None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Pledgor and
the Administrative Agent, PROVIDED that any provision of this Agreement that
imposes an obligation solely on the Pledgor or provides a right in favor solely
of the Administrative Agent may be waived by the Administrative Agent in a
letter or agreement executed by the Administrative Agent in accordance with the
Credit Agreement. This Agreement shall be binding upon the successors and
assigns of the Pledgor and shall inure to the benefit of the Administrative
Agent and its successors and assigns. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

     18. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. THE PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF MAY BE BROUGHT AGAINST IT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE PLEDGOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE
PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PLEDGOR AT ITS
ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE ADMINISTRATIVE AGENT OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE PLEDGOR IN ANY OTHER JURISDICTION.

     19. WAIVERS.


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          (a) THE PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
     OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY ACTION
     DESCRIBED IN PARAGRAPH 19, OR THAT SUCH PROCEEDING WAS BROUGHT IN AN
     INCONVENIENT COURT, AND AGREES NOT TO PLEAD OR CLAIM THE SAME.

          (b) EACH OF THE PLEDGOR AND THE ADMINISTRATIVE AGENT HEREBY
     IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
     ACTION OR PROCEEDING OR COUNTERCLAIM OF ANY TYPE AS TO ANY MATTER ARISING
     DIRECTLY OR INDIRECTLY OUT OF OR WITH RESPECT TO THIS AGREEMENT.

     20. NOTICES. Any notices or other communications required or permitted to
be given by this Agreement or any other documents and instruments referred to
herein must be given in accordance with the Credit Agreement.

     21. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO BORROWERS. The Pledgor
hereby authorizes and instructs Borrowers to comply with any instruction
received by it from the Administrative Agent in writing that (a) states that an
Event of Default has occurred and describes such Event of Default and (b) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from the Pledgor, and the Pledgor agrees that Borrowers
shall be fully protected in so complying.

     22. RELEASE OF LIENS. Upon payment and satisfaction in full of the
Obligations, the Administrative Agent agrees, upon the written request of the
Pledgor and at the Pledgor's sole expense, to execute, record and file such
instruments and perform such acts as are necessary to release the Collateral
from the Liens and security interest of this Agreement or any assignment or
other security document entered into pursuant hereto.

     23. THE ADMINISTRATIVE AGENT NOT A PARTNER. Nothing contained in this
Agreement shall be construed or interpreted (a) to transfer to the
Administrative Agent any of the obligations of a partner of Partnership, (b) to
constitute the Administrative Agent or any of the Lenders a partner of
Partnership, or (c) to enable Administrative Agent (or any purchaser of the
Collateral pursuant to the exercise of any remedies hereunder) to become a
partner of Partnership or acquire any ownership interests in Partnership.

     24. COUNTERPARTS. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

     25. ENTIRETY. THIS AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG
PLEDGOR AND THE ADMINISTRATIVE AGENT WITH RESPECT TO THE PLEDGE AND ASSIGNMENT
OF THE COLLATERAL AND THE OTHER MATTERS ADDRESSED HEREIN AND THEREIN, AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.


                                       9
<PAGE>

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                           SIGNATURE PAGE(S) FOLLOWS.


                                       10
<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                  PLEDGOR:

                                  CNL ROSE ACQUISITION CORP.,
                                  a Delaware corporation

                                  By:/s/ C. Brian Strickland
                                     ---------------------------------------
                                     Name:  C. Brian Strickland
                                     Title: Executive Vice President




                                  BANK OF AMERICA, N.A., as Administrative Agent


                                  By: /s/ Ansel McDowell
                                     -------------------------------------------
                                      Ansel McDowell
                                      Principal

                 Signature Page to Security and Pledge Agreement
                   CNL Rose Acquisition Corp./RFS Partnership, L.P.



<PAGE>


                                   SCHEDULE I

                                   UCC FILINGS


    STATE                       FILING OFFICE               DOCUMENT FILED

  Delware                     Secretary of State          Financing Statement


                                       12