EXECUTION COPY


              FRANCHISE RECEIVABLE FUNDING AND SERVICING AGREEMENT


                          Dated as of October 14, 1999


                                  by and among


                              CNL APF PARTNERS, LP,
                                  as Borrower,


                          NEPTUNE FUNDING CORPORATION,
                                   as Lender,


                    CNL FINANCIAL SERVICES, LP, as Servicer,

                                       and

             COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,
                   "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
                  as the Collateral Agent and as the Deal Agent

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                               Page
<S> <C>
ARTICLE I  DEFINITIONS............................................................................................1
   SECTION 1.1.  Certain Defined Terms............................................................................1
   SECTION 1.2.  Terms............................................................................................1
   SECTION 1.3.  Incorporation....................................................................................1
   SECTION 1.4.  Interpretation...................................................................................1
ARTICLE II  ADVANCES..............................................................................................1
   SECTION 2.1.  Advances.........................................................................................1
   SECTION 2.2.  Procedures for Advances..........................................................................1
   SECTION 2.3.  Reduction of the Program Amount..................................................................1
   SECTION 2.4.  Liquidity Advances...............................................................................1
   SECTION 2.5.  Note.............................................................................................1
   SECTION 2.6.  Repayments.......................................................................................1
   SECTION 2.7.  Interest.........................................................................................1
   SECTION 2.8.  Fees.............................................................................................1
   SECTION 2.9.  Time and Method of Payments......................................................................1
   SECTION 2.10.  Additional Costs; Capital Requirements..........................................................1
   SECTION 2.11.  Breakage Costs..................................................................................1
   SECTION 2.12.  Taxes...........................................................................................1
ARTICLE III  CONDITIONS TO LENDING................................................................................1
   SECTION 3.1.  Conditions Precedent to Effectiveness of Agreement...............................................1
   SECTION 3.2.  Conditions Precedent to All Advances.............................................................1
ARTICLE IV  REPRESENTATIONS AND WARRANTIES........................................................................1
   SECTION 4.1.  Representations and Warranties of the Borrower...................................................1
   SECTION 4.2.  Representations and Warranties of the Servicer...................................................1
ARTICLE V  GENERAL COVENANTS OF THE BORROWER......................................................................1
   SECTION 5.1.  Affirmative Covenants of the Borrower............................................................1
   SECTION 5.2.  Negative Covenants of the Borrower...............................................................1
   SECTION 5.3.  Borrower Hedging Instruments.....................................................................1
ARTICLE VI  COLLECTIONS AND DISBURSEMENTS; FEES...................................................................1
   SECTION 6.1.  Establishment of Accounts........................................................................1
   SECTION 6.2.  Funding of Collection Account....................................................................1
   SECTION 6.3.  Borrowing Excess.................................................................................1
   SECTION 6.4.  Disbursements From the Collection Account -- Payment Date Procedures.............................1
   SECTION 6.5.  Notification by Servicer.........................................................................1
   SECTION 6.6.  Investment of Collections........................................................................1
   SECTION 6.7.  Termination Procedure............................................................................1
ARTICLE VII  APPOINTMENT OF THE SERVICER..........................................................................1
   SECTION 7.1.  Appointment of the Servicer......................................................................1
   SECTION 7.2.  Duties and Responsibilities of the Servicer......................................................1
   SECTION 7.3.  Authorization of the Servicer....................................................................1
   SECTION 7.4.  Servicing Fees...................................................................................1
   SECTION 7.5.  Negative Covenants of the Servicer...............................................................1
   SECTION 7.6.  Reporting........................................................................................1
   SECTION 7.7.  Limited Partnership Existence....................................................................1
   SECTION 7.8.  No Recourse......................................................................................1
   SECTION 7.9.  Cooperation With Requests for Information or Documents...........................................1
   SECTION 7.10.  Successor Servicer..............................................................................1
   SECTION 7.11.  Transfer of Servicing...........................................................................1
ARTICLE VIII  GRANT OF SECURITY INTERESTS.........................................................................1
   SECTION 8.1.  Borrower's Grant of Security Interest............................................................1
   SECTION 8.2.  Delivery of Collateral...........................................................................1
   SECTION 8.3.  Borrower Remains Liable..........................................................................1
   SECTION 8.4.  Covenants of the Borrower and Servicer Regarding the Collateral..................................1
   SECTION 8.5.  Limited Recourse.................................................................................1
   SECTION 8.6.  Release of Collateral............................................................................1
   SECTION 8.7.  Substitution.....................................................................................1
ARTICLE IX  TERMINATION EVENTS....................................................................................1
   SECTION 9.1.  Termination Events...............................................................................1
   SECTION 9.2.  Servicer Event of Default........................................................................1
   SECTION 9.3.  Control of Lockbox Account.......................................................................1
ARTICLE X  REMEDIES...............................................................................................1
   SECTION 10.1.  Actions Upon Termination Event..................................................................1
   SECTION 10.2.  Application of Proceeds.........................................................................1
   SECTION 10.3.  Exercise of Remedies............................................................................1
   SECTION 10.4.  Waiver of Certain Laws..........................................................................1
   SECTION 10.5.  Power of Attorney...............................................................................1
ARTICLE XI  INDEMNIFICATION.......................................................................................1
   SECTION 11.1.  Indemnities by the Borrower.....................................................................1
   SECTION 11.2.  Indemnities by the Servicer.....................................................................1
ARTICLE XII  MISCELLANEOUS........................................................................................1
   SECTION 12.1.  Notices, etc....................................................................................1
   SECTION 12.2.  Binding Effect; Assignability; Termination......................................................1
   SECTION 12.3.  Costs, Expenses and Taxes.......................................................................1
   SECTION 12.4.  The Deal Agent..................................................................................1
   SECTION 12.5.  Confidentiality.................................................................................1
   SECTION 12.6.  No Proceedings..................................................................................1
   SECTION 12.7.  Amendments; Waivers; Consents...................................................................1
   SECTION 12.8.  GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL....................................1
   SECTION 12.9.  Execution in Counterparts; Severability.........................................................1
   SECTION 12.10.  Descriptive Headings...........................................................................1
   SECTION 12.11.  Recourse Against Certain Parties...............................................................1
   SECTION 12.12.  Signed, sealed and delivered in the............................................................1
ARTICLE XIII  WARRANTY DEED.......................................................................................1


                                    SCHEDULES

SCHEDULE 1........List of Pledged Receivables
SCHEDULE 2........Concentration Limits and Tiers
SCHEDULE 3........Approved Concepts
SCHEDULE 4                          List of Lockbox Account Banks, Lockboxes and Lockbox Accounts
SCHEDULE 5                          Licenses and Permits of Borrower and Servicer Applied for but not Obtained
SCHEDULE 6                          Trade Names and Former Names
SCHEDULE 7                          Addresses for Notice / UCC Locations

                                    EXHIBITS

EXHIBIT A..................Forms of Borrower's Notice
                                    - Funding Request
                                    - Repayment of Advance
                                    - Reduction of Program Amount
                                    - Termination of Program Amount
     EXHIBIT A-1...........Form of Final Transaction Summary
EXHIBIT B                  Settlement Agent's Letter
                                    - Loan
                                    - Lease
EXHIBIT C                  Form of Note
EXHIBIT D                  List of Litigation Matters
EXHIBIT E                  Form of Officer's Certificate as to Insolvency
EXHIBIT F                  Form of Monthly Report
EXHIBIT G                  Copy of Servicer's Credit and Collection Policies
EXHIBIT H                  Form of Estoppel Letter
EXHIBIT I                  Successor Servicer
EXHIBIT J                  The Deal Agent
EXHIBIT K                  Form of Obligor Note
EXHIBIT L                  Required Lease Provisions
EXHIBIT M                  Approved Environmental Assessment Firms
EXHIBIT N                  [Reserved.]
EXHIBIT O                  Form of Opinion (Counsel to Borrower - Mortgages
EXHIBIT P-1                Form of Franchise Receivable Assignment - Loan
EXHIBIT P-2                Form of Franchise Receivable Assignment - Lease
EXHIBIT Q                  Form of Pledged Receivable Supplement
</TABLE>

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                  FRANCHISE RECEIVABLE FUNDING AND SERVICING AGREEMENT, dated as
of October  14,  1999 (the  "Agreement")  by and among CNL APF  PARTNERS,  LP, a
Delaware limited partnership (the "Borrower"),  NEPTUNE FUNDING  CORPORATION,  a
Delaware  corporation   ("Neptune"  or  the  "Lender"),   COOPERATIEVE  CENTRALE
RAIFFEISEN-BOERENLEENBANK,  B.A.,  "RABOBANK  INTERNATIONAL",  NEW  YORK  BRANCH
("Rabobank"), as collateral agent (in such capacity, the "Collateral Agent") and
as deal agent (in such capacity,  the "Deal Agent"), and CNL FINANCIAL SERVICES,
LP, a Delaware limited partnership, as servicer (the "Servicer").

                              W I T N E S S E T H:



                  WHEREAS,  the  Borrower is engaged in the  business  of, among
other things,  making secured  Franchise  Loans to, and entering into Franchises
Leases with,  Obligors owning or operating  specified  properties under Approved
Concepts,  and acquiring such  Franchise  Loans,  and the properties  subject to
Franchise Leases, from its affiliates;


                  WHEREAS,  the Borrower  and the Lender  intend that the Lender
will make  Advances  to the  Borrower  from time to time,  such  Advances  to be
secured by the Collateral;


                  WHEREAS,  the Deal Agent has been  requested and is willing to
act as agent on behalf of the Lender in connection with the making and financing
of such Advances;


                  WHEREAS,   in  order  to  effectuate   the  purposes  of  this
Agreement, the Borrower, the Lender and the Deal Agent desire that a servicer be
appointed to perform certain servicing,  administrative and collection functions
in respect of the Collateral;


                  WHEREAS,  the  Servicer has been  requested  and is willing to
perform such servicing,  administrative  and collection  functions in respect of
the Collateral; and


                  WHEREAS,  in order to secure the Advances made to the Borrower
by the Lender and the other Borrower Secured  Obligations,  the Borrower intends
to  grant  to  the  Collateral  Agent  a  security  interest  in  the  Franchise
Receivables and the other Collateral.

                  NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
         SECTION 1.1.......Certain Defined Terms.

                  As used herein,  the following  terms shall have the following
meanings  (such  meanings to be equally  applicable to both the singular and the
plural forms of the terms defined):


                  Additional Amounts:  Any amounts payable to any Affected Party
under Sections 2.10 and 2.11.

                  Additional Costs:  As defined in Section 2.10(b).

                  Advance:  As defined in Section 2.1.


                  Adverse  Claim:  With  respect  to any  Person,  any  claim of
ownership or any lien, security interest, title retention, trust or other charge
or encumbrance,  or other type of preferential  arrangement having the effect or
purpose of creating a lien or security interest in any property of such Person.


                  Affected  Party:  The Lender,  the Deal Agent,  any  Liquidity
Lender,  any letter of credit  provider to the Lender,  or any  affiliate of the
foregoing persons.


                  Affiliate:  As to any Person, any other Person that,  directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with,  such Person.  For the purposes of this  definition,  the terms  "control"
(including,  with  correlative  meanings,  the terms  "controlled by" and "under
common control with"), as used with respect to any Person, means the possession,
directly  or  indirectly,  of the power to direct or to cause the  direction  of
management and policies of such Person,  whether through the ownership of voting
securities or by contract or otherwise.


                  Aggregate  Eligible  Investment  Value:  As of the date of any
calculation, an amount equal to the sum of the Eligible Investment Values of all
Eligible  Investments  which  are  owned by the  Borrower  on such date and were
acquired with Collections on account of principal payments on Franchise Loans or
rental payments on Franchise Leases deposited in the Collection Account, reduced
by the sum of all amounts  received by the Borrower in respect of the  principal
of such Eligible Investments through such date of calculation.


                  Aggregate  Eligible  Receivable  Value:  As of the date of any
calculation,  an  amount  equal  to (i) the  aggregate  Receivable  Basis of all
Eligible Receivables, minus (ii) an amount equal to the sum of (x) the aggregate
Receivable Basis of all Eligible  Receivables  which are Defaulted  Receivables,
(y) 50% of the aggregate  Receivable Basis of all Eligible Receivables which are
Delinquent  Receivables and (z) the aggregate Excess  Concentration  Amounts (as
defined in Schedule 2).


                  Aggregate  Unpaids:  At  any  time,  an  amount  equal  to the
aggregate outstanding principal balance of the Advances,  all accrued and unpaid
Yield and all other unpaid Borrower Secured Obligations at such time.


                  Agreement:  This  Franchise  Receivable  Funding and Servicing
Agreement, dated as of October 14, 1999, as amended,  modified,  supplemented or
restated from time to time.Applicable Margin: Has the meaning given to such term
in the Fee Letter.


                  Appraised Value:  With respect to any property which secures a
Franchise Loan or is the subject of a Franchise  Lease,  the fair market thereof
as disclosed in a report prepared by an Approved  Valuation Company using market
standard  valuation  methods  for  valuing  property  of the  relevant  type and
otherwise satisfactory to the Deal Agent.


                  Approved Valuation Company: Valuation Associates or such other
accounting,  investment banking or valuation firm as shall have been approved in
writing by the Deal Agent.


                  Approved  Concept:   The  restaurant  concepts  set  forth  in
Schedule  3, as  revised  from time to time by the  Borrower,  with the  written
approval of the Deal Agent.


                  Basic Documents: This Agreement, the Note, the Fee Letter, the
Franchise  Receivable  Assignments,   the  Custodial  Agreement,  the  Liquidity
Agreement and all agreements, instruments,  guarantees,  certificates, financing
statements or other documents  (including,  without  limitation,  all Mortgages,
Mortgage  Assignments  and  Hedging  Instruments,   but  not  including  Pledged
Receivables) executed and/or delivered in connection herewith or therewith.


                  Borrower: CNL APF Partners, LP, a Delaware partnership, and
any successor thereto.

                  Borrower Account Collateral:  As defined in Section 8.1(c).

                  Borrower Assigned Agreements:  As defined in Section 8.1(b).


                  Borrower Notice:  A written notice,  in the form of Exhibit A,
to be used for each  borrowing,  repayment of each Advance,  or  termination  or
reduction of the Program Amount and Optional Prepayments of Advances.


                  Borrower Secured Obligations:  All obligations of every nature
of the  Borrower  to the Lender or any other  Secured  Party,  now or  hereafter
existing,  under this Agreement or any other Basic Document, and all amendments,
extensions or renewals hereof or thereof, whether for principal, interest, fees,
expenses or otherwise,  whether now existing or hereafter arising,  voluntary or
involuntary,  whether or not  jointly  owned with  others,  direct or  indirect,
absolute or contingent, liquidated or unliquidated, and whether or not from time
to time decreased or extinguished and later  increased,  created or incurred and
all or any portion of such  obligations  that are paid, to the extent all or any
part of such payment is avoided or  recovered  directly or  indirectly  from the
Lender  or any  such  Secured  Party as a  preference,  fraudulent  transfer  or
otherwise.


                  Borrowing  Base:  At any  time,  the  sum  of  (i)  85% of the
Aggregate  Eligible  Receivable  Value as of such date,  plus (ii) the Aggregate
Eligible  Investment  Value as of such date, plus (iii) the aggregate  amount of
Collections  on account of  principal  payments  on  Franchise  Loans and rental
payments on Franchise  Leases on deposit in the  Collection  Account on such day
(excluding any such Collections invested in Eligible Investments).


                  Borrowing  Excess:  For any  date,  as  disclosed  in the most
recently  submitted  Borrower Notice or Monthly Report,  the amount,  if any, by
which the  aggregate  outstanding  principal  balance of the Advances as of such
date exceeds the lesser of (i) the Program Amount and (ii) the Borrowing Base.

                  Breakage Costs:  As defined in Section 2.11.


                  Business  Day:  Any day of the  year  other  than a  Saturday,
Sunday or any day on which banks generally are required, or authorized, to close
in New York, New York.


                  Cash Flow:  As to any  calculation  at the level of an Obligor
(which shall be deemed to include its consolidated Affiliates),  an amount equal
to (a) the sum of (i) net income, (ii) income tax, (iii) interest expense,  (iv)
all  non-cash  amounts in  respect of  depreciation  and  amortization,  (v) all
non-recurring  expenses,  (vi) the  amount of any  management  fees paid by such
Obligor in excess of 2% of annual  sales and (vii) all  operating  lease or rent
expense, less (b) all non-recurring income.


                  As to any  calculation  at the Unit level,  an amount equal to
(a) the sum of (i) net income, (ii) income tax, (iii) interest expense, (iv) all
non-cash  amounts  in  respect  of  depreciation  and   amortization,   (v)  all
non-recurring expenses, (vi) the amount of any management fees paid with respect
to such Unit in excess of the greater of 2% of annual sales or $20,000 and (vii)
all operating lease or rent expense, less (b) all non-recurring income.

                  Closing Date: October 14, 1999.

                  Collateral:  As defined in Section 8.1.

                  Collateral Agent: Rabobank in its capacity as Collateral agent
for the Lender and the other Secured Parties,  and any successor thereto in such
capacity.

                  Collection Account: The account maintained with the Depositary
described in Section 6.1(b).

                  Collection  Account  Deficiency:  For any  Payment  Date,  any
deficiency in the amounts on deposit in the Collection Account necessary to make
the payments required under Sections 6.4(a)(i) through (v).


                  Collection Period:  Each calendar month, except that the first
Collection Period shall be the period from and including the Closing Date to and
including the last day of the calendar month in which the Closing Date occurs.


                  Collections:  All cash  collections  and other Proceeds of the
Collateral  including,  without  limitation,  (i) all payments of principal  and
interest in respect of Franchise Loans,  (ii) all basic rent and percentage rent
payments in respect of Franchise Leases, (iii) all late charges, penalties, fees
and interest arising in connection with any Franchise  Receivable and recoveries
with   respect  to  Franchise   Receivables   that  have  been  written  off  as
uncollectible,  (iv) all  payments  made to or for the  benefit of the  Borrower
under any Obligor  Document or Basic Document and (v) all cash proceeds from the
sale, re-lease or other disposition of any of the Collateral; provided, however,
that  "Collections"  shall not include any payments made in respect of Franchise
Leases (including without limitation payments for insurance, real estate tax and
sales tax) except as described in items (ii) and (v).


                  Commitment:  The  commitment of the Lender to make Advances to
the Borrower,  on the terms and  conditions  set forth  herein,  in an aggregate
principal amount not to exceed at any one time outstanding the Program Amount.


                  Commitment   Termination   Date:   The   earlier  of  (i)  the
Termination Date and (ii) the Scheduled Commitment Termination Date.

                  Company Obligor:  A franchisor of an Approved Concept.


                  Concentration  Limits:  The Concentration  Limits set forth in
Schedule 2, as revised from time to time by the Borrower  with the prior written
approval of the Deal Agent.

                  Covered Taxes:  As defined in Section 2.12.


                  CP  Rate:  For  any  day  during  any  Yield  Period,  a  rate
equivalent  to the sum of (i) the per  annum  rate  equivalent  to the  weighted
average of the per annum  rates paid or payable by the Lender  from time to time
as interest on  commercial  paper notes or otherwise  (by means of interest rate
hedges or otherwise and taking into consideration any incremental carrying costs
associated  with  short-term  promissory  notes issued by the Lender maturing on
dates other than those certain dates on which the Lender is to receive funds) in
respect of the  promissory  notes  issued by the Lender that are  allocated,  in
whole or in  part,  by the Deal  Agent  (on  behalf  of the  Lender)  to fund or
maintain the Advances  during such period,  as  determined by the Deal Agent (on
behalf of the Lender) and reported to the Borrower and the Servicer, which rates
shall  reflect and give effect to (A) the  commissions  of placement  agents and
dealers in respect of such promissory  notes, to the extent such commissions are
allocated,  in whole or in part, to such promissory  notes by the Deal Agent (on
behalf of the Lender) and (B) other borrowings by the Lender, including, without
limitation,  borrowings to fund small or odd dollar  amounts that are not easily
accommodated  in the commercial  paper market;  provided,  however,  that if any
component of such rate is a discount rate, in calculating  the CP Rate, the Deal
Agent shall for such  component  use the rate  resulting  from  converting  such
discount rate to an interest  bearing  equivalent rate per annum,  plus (ii) the
Applicable Margin.


                  Credit  and  Collection  Policies:  The  credit,   collection,
customer relations and service policies and procedures of the Servicer in effect
on the Closing Date, a description of which is attached as Exhibit G and as such
policies and procedures may hereafter be amended,  modified or supplemented from
time to time in accordance with Section 7.5(e).


                  Custodian:  U.S.  Bank  National  Association  or  such  other
custodian as the Collateral Agent may appoint.

                  Custodial Agreement: That certain Custodial Agreement dated as
of the date hereof among the Custodian,  Collateral Agent, Deal Agent,  Servicer
and Borrower.

                  DCR:  Duff &  Phelps  Credit  Rating  Co.  and  any  successor
thereto.


                  Deal Agent:  Rabobank, in its capacity as agent for the Lender
hereunder, and any successor thereto in such capacity.


                  Debt:  As  to  any  Person  at  any  date,  all   liabilities,
obligations  and  indebtedness  (actual or  contingent)  of such  Person (a) for
borrowed money, (b) evidenced by promissory notes, bonds,  debentures,  notes or
other similar instruments, (c) to pay the deferred purchase price of property or
services, (d) as lessee under leases which have been or should be, in accordance
with GAAP,  recorded as capital leases,  (e) secured by any lien or other charge
upon a property or asset owned by such  Person,  even though such Person has not
assumed or become  liable for the  payment  of such  obligations,  (f) under any
interest  rate swap,  interest  rate cap,  interest  rate floor,  interest  rate
collar,  or other  hedging  instrument  or  agreement,  (g) under  reimbursement
agreements  or similar  agreements  with  respect to the  issuance of letters of
credit (other than obligations in respect of letters of credit opened to provide
for payment of goods and services purchased in the ordinary course of business),
(h)  under  direct  or  indirect  guaranties  in  respect  of,  and  obligations
(contingent  or  otherwise)  to purchase or otherwise  acquire,  or otherwise to
assure a creditor  against loss in respect of,  indebtedness  or  obligations of
others of the kinds  referred to in clauses  (a)  through (g) above,  or (i) for
liabilities in respect of unfunded vested benefits under plans covered by ERISA.
For the purposes hereof, all liabilities,  obligations and indebtedness shall be
without  duplication  and the term  "guarantee"  shall  include  any  agreement,
whether such agreement is on a contingency or otherwise, to purchase, repurchase
or otherwise acquire Debt of any other Person, or to purchase, sell or lease, as
lessee or lessor,  property  or  services,  in any such case  primarily  for the
purpose of  enabling  another  person to make  payment  of Debt,  or to make any
payment  (whether as an  advance,  capital  contribution,  purchase of an equity
interest or otherwise) to assure a minimum equity,  asset base,  working capital
or other balance sheet or financial  condition,  in connection  with the Debt of
another Person,  or to supply funds to or in any manner invest in another Person
in connection with the Debt of such Person.


                  Defaulted  Receivable:  With respect to any Collection Period,
any Franchise  Receivable  (i) that is more than 90 days past due in the payment
of principal or interest or rent as of the end of such Collection  Period,  (ii)
as to which  the  Obligor  thereunder  has  become  the  subject  of an Event of
Bankruptcy,  or (iii) that has been, or should be,  considered  defaulted or has
been, or should be, placed on non-accrual  status in accordance  with the Credit
and Collection Policies.


                  Delinquency  Ratio: With respect to any Collection Period, the
ratio,  expressed  as a  percentage,  the  numerator  of which is the  aggregate
Receivable  Basis of all Eligible  Receivables  greater than 60 days past due in
the payment of interest or principal or rent that are not Defaulted Receivables,
and the denominator of which is the Aggregate Eligible Receivable Value, in each
case as of the last day of such Collection Period.


                  Delinquent Receivable:  With respect to any Collection Period,
any Franchise Receivable that is greater than 60 days past due in the payment of
principal or interest or rent as of the end of such Collection Period.

                  Depositary:  Rabobank.


                  Determination Date: With respect to any Payment Date, the last
day of the immediately preceding calendar month.

                  Dollar and $: Lawful currency of the United States of America.


                  Effective Date: The date on which the conditions  specified in
Section 3.1 shall have been satisfied.


                  Eligible Assignee: (a) A Person whose short-term unsecured and
unguaranteed  obligations are rated at least A-1 by S&P and D-1 by DCR, or whose
obligations  under the  Liquidity  Agreement  are  guaranteed  by a Person whose
short-term  ratings  are at least A-1 by S&P and D-1 by DCR,  or (b) such  other
Person  satisfactory  to the  Lender,  the Deal  Agent  and  each of the  rating
agencies  rating any of the  short-term  commercial  paper  notes  issued by the
Lender.

                  Eligible  Investments:  One or more of the following  types of
investments:


                  (a)......marketable obligations of the United States, the full
and  timely  payment  of which are  backed by the full  faith and  credit of the
United  States  which have a maturity of not more than 270 days from the date of
acquisition;


                  (b)......marketable  obligations,  the full and timely payment
of which are directly and fully  guaranteed  by the full faith and credit of the
United  States and which have a maturity of not more than 270 days from the date
of acquisition;


                  (c)......bankers'  acceptances and certificates of deposit and
other  interest-bearing  obligations (in each case having a maturity of not more
than 270 days from the date of acquisition) denominated in Dollars and issued by
any bank with  capital,  surplus  and  undivided  profits  aggregating  at least
$100,000,000,  the short-term  securities of which are rated at least A-1 by S&P
and, if rated by DCR, at least D-1 by DCR and, if rated by Moody's, at least P-1
by Moody's;


                  (d)  .....repurchase  obligations with a term of not more than
ten days for  underlying  securities of the types  described in clauses (a), (b)
and (c) above  entered  into with any bank of the type  described  in clause (c)
above;


                  (e)......commercial  paper  rated at least A-1 by S&P and,  if
rated by DCR,  at least  D-1 by DCR and,  if rated by  Moody's,  at least P-1 by
Moody's; and


                  (f)......demand  deposits,  time deposits or  certificates  of
deposits  (having  original  maturities  of no more than 365 days) of depositary
institutions or trust companies incorporated under the laws of the United States
or any state  thereof (or domestic  branches of any foreign bank) and subject to
supervision   and   examination  by  federal  or  state  banking  or  depository
institution authorities;  providedthat at the same time such investment,  or the
commitment to make such investment,  is entered into, the short-term debt rating
of such  depository  institution or trust company shall be rated at least A-1 by
S&P and, if rated by DCR, at least D-1 by DCR and, if rated by Moody's, at least
P-1 by Moody's.


                  Eligible  Investment Value: As of the date of any calculation,
for any Eligible  Investment,  the cash  purchase  price paid (which may include
accrued  interest  through the date of such  purchase) to acquire such  Eligible
Investment  for the  Collection  Account;  provided,  however,  if such Eligible
Investment  was not acquired for cash,  then the Eligible  Investment  Value for
such Eligible Investment shall be the amount agreed upon by the Borrower and the
Deal Agent at the time such Eligible Investment was acquired.


                  Eligible Obligor: Any Obligor liable, or any group of Obligors
who together are jointly and severally liable, for a Franchise  Receivable,  and
which Obligor individually, or group of Obligors collectively, satisfies each of
the following requirements at the time such Franchise Receivable is added to the
Pledged  Receivables  hereunder and, to the extent  provided below, at all other
times:


                  (a)......at  all times,  the Obligor is a franchisee  under an
Approved Concept,  or is a Company Obligor that is operating  restaurants within
an Approved Concept;


                  (b)......at all times, the Obligor is a U.S. Person as defined
under  the  IRC,  unless  otherwise  approved  by the  Deal  Agent  in its  sole
discretion;


                  (c)......the  Obligor (i) is a Company  Obligor or has entered
into a  franchise  agreement  with  respect to the  Approved  Concept  and is in
compliance  with all material terms and conditions of such franchise  agreement,
or (ii) if the  Obligor is not a Company  Obligor  and is seeking  funding  with
respect  to  construction  of all or part of a  restaurant  and such  restaurant
remains  uncompleted  at the  time  such  Franchise  Receivable  is added to the
Pledged  Receivables  hereunder,  the  Obligor  shall have  executed a franchise
agreement  with an Approved  Concept within seven (7) months after the time such
Franchise Receivable is added to the Pledged Receivables hereunder;


                  (d)......the  Obligor is not an Affiliate of the Borrower,  or
if it is an Affiliate of the Borrower, the Lender, in its sole discretion, shall
have given its prior written  consent to such Person  qualifying as an "Eligible
Obligor";


                  (e)......the  Obligor is not  delinquent in the payment of (to
the  extent  liable  therefor)  any  ground  rent,  taxes  or  other  assessment
attachable to the collateral securing the Franchise  Receivable (or, in the case
of a  Franchise  Lease,  any of the Real  Property  which is the subject of such
Franchise Lease),  unless the proceeds of such Franchise  Receivable are used to
cure such delinquency;


                  (f)......the  Obligor is a Company  Obligor or the term of the
Obligor's  franchise  agreement is at least equal to the  remaining  term of the
related  Franchise  Receivable  or  allows  for  renewal  periods  or  successor
franchise  agreements the cumulative term of which will be greater than or equal
to the term of such Franchise Receivable;

                  (g)......to  the  knowledge of the Borrower and the  Servicer,
(i) the Obligor is not in default in any  material  respect  under any  existing
Franchise  Receivable  or other  lease or loan  agreement  with  any  lender  or
landlord  (unless such default will be cured by virtue of the funding  under the
Franchise  Receivable),  (ii) the Obligor,  if a  franchisee,  is not in default
under any franchise agreement and (iii) no Event of Bankruptcy has occurred with
respect to such Obligor during the preceding five (5) years;


                  (h)......the  Obligor or Affiliates thereof operate and manage
at least four (4)  additional  casual  dining  restaurants  or at least four (4)
additional quick service restaurants under Approved Concepts; and


                  (i)......the  Obligor or  Affiliates  thereof have operated or
managed one or more Approved Concepts for at least three (3) years.


                  Eligible  Receivable:  A Franchise  Receivable  (i) which is a
Pledged Receivable, and (ii) which, unless otherwise agreed to in writing by the
Deal  Agent,  satisfies  each of the  following  requirements  at the time  such
Franchise  Receivable is added to the Pledged Receivables  hereunder and, to the
extent provided below, at all other times:


                  (a)......at all times such Franchise  Receivable is either (i)
a Fee Simple Loan, a Ground Lease Loan or an Enterprise Loan or (ii) a Franchise
Lease consisting of a triple-net lease on Real Property, fee title of which Real
Property  is  vested in the  Borrower  free and  clear of any  Adverse  Claim or
Restrictions on Transferability (other than Permitted Liens);


                  (b)......such Franchise Receivable was originated,  documented
and closed in accordance  with the terms of the Credit and  Collection  Policies
(excluding  for these purposes  policies  relating to minimum LTV Ratios) and in
the ordinary course of business of the Borrower or a Transferring Affiliate;


                  (c)......such  Franchise Receivable was originated pursuant to
a  commitment  letter  issued  in the  name of the  Borrower  or a  Transferring
Affiliate in connection  with one or more Units to be operated under an Approved
Concept;


                  (d)......at  all  times  such  Franchise   Receivable  has  an
amortization schedule and final maturity (in the case of a Franchise Loan) or an
original lease term (in the case of a Franchise Lease) of no more than 20 years;


                  (e)......such   Franchise   Receivable  on  the  date  of  its
origination  and the related  Funding  Date is not a Defaulted  Receivable  or a
Delinquent Receivable;


                  (f)......such  Franchise  Receivable at all times is evidenced
by (i) in the case of a Franchise  Loan, one or more notes  (provided that there
shall  not be more  than  one note per  Unit  site)  in  substantially  the form
attached hereto as Exhibit K, each of which is duly endorsed in blank or (ii) in
the case of a Franchise Lease, one or more leases (provided that there shall not
be more than one lease per Unit site) which  satisfies each of the  requirements
specified in Exhibit L;


                  (g)......payment on the Franchise Receivable is, at all times,
due monthly;  and such Franchise  Receivable either has a fixed Receivable Yield
equal to or greater  than the  equivalent  yield to  maturity on a ten (10) year
U.S.  Treasury  Security  (the  "Treasury  Rate")  plus 250 basis  points,  or a
floating Receivable Yield equal to or greater than LIBOR plus 250 basis points;


                  (h)......at  all  times,  each  Obligor  in  respect  of  such
Franchise  Receivable  has  been  instructed,   or  has  received  coupon  books
instructing it, to remit all payments to a Lockbox;


                  (i)......such   Franchise   Receivable   was   originated   in
accordance with and, together with the related Obligor Documents,  satisfies any
and all  requirements  of, all applicable  federal,  state, and other applicable
laws  and  regulations  (including,   without  limitation,  all  such  laws  and
regulations  relating to truth in  lending,  fair  credit  billing,  fair credit
reporting, equal credit opportunity and usury);


                  (j)......at  all times,  such Franchise  Receivable has an LTV
Ratio  that is no greater  than (i) 70% if such  Franchise  Receivable  is a Fee
Simple Loan,  (ii) 60% if such Franchise  Receivable is an Enterprise  Loan or a
Ground  Lease Loan and (iii) 94% if such  Franchise  Receivable  is a  Franchise
Lease;


                  (k)......the consolidated FCCR at the Obligor level in respect
of such  Franchise  Receivable  equals or exceeds 1.20x and the FCCR at the Unit
level for each Unit  related  to such  Franchise  Receivable  equals or  exceeds
1.10x;  provided,  that if such Franchise  Receivable is a Franchise Lease whose
Obligor  operates  and manages (or has  Affiliates  which  operate or manage) at
least 10 separate Units under Approved Concepts,  the FCCR at the Unit level for
each Unit related to such Franchise Receivable need not equal or exceed 1.10x;


                  (l)......at all times, such Franchise Receivable,  if a Ground
Lease Loan or an  Enterprise  Loan, is supported by a lease term on the premises
at least as long as such Franchise Receivable's final maturity, or is subject to
renewals or options to renew that, if  exercised,  will cause such lease term to
exceed the Franchise Receivable's final maturity;


                  (m)......at all times, the Borrower shall be the owner of such
Franchise  Receivable  free and clear of any Adverse Claims other than Permitted
Liens, and all filings (including,  without limitation, all Mortgages,  Mortgage
Assignments  and financing  statements  described in the  definition of "Obligor
Documents") required in order to cause (i) the Borrower to have a first priority
perfected  security  interest  in, and lien on,  the  collateral  securing  such
Franchise  Receivable,  (ii) in the case of a  Franchise  Lease,  the  legal and
beneficial ownership of the Real Property which is the subject of such Franchise
Lease to be vested in the  Borrower,  free and clear of any  Adverse  Claims and
Restrictions  on  Transferability  (other  than  Permitted  Liens) and (iii) the
Collateral Agent to have a first priority  perfected  security  interest in, and
lien on,  all  Collateral  relating  to such  Franchise  Receivable  (including,
without limitation, any Real Property securing any Franchise Loan or the subject
of any Franchise Lease) have, in each case of clauses (i), (ii) and (iii),  been
duly filed and recorded with all  appropriate  Governmental  Authorities or have
been released to the title insurer or local  recording  office for timely filing
and  recording  in the  ordinary  course and all fees in respect of such filings
have been paid in full;


                  (n)......at  all  times,   the  property  which  secures  such
Franchise  Receivable (and, in the case of a Franchise Lease, all property which
is the subject of such Franchise Lease) is insured against loss or damage by all
hazards (except for earthquake and flood hazards)  included in standard extended
coverage and the  Collateral  Agent is named as an  additional  insured and loss
payee;


                  (o)......at  all  times  such  Franchise   Receivable,   if  a
Franchise  Lease  or a fixed  rate  Franchise  Loan,  is  covered  by a  Hedging
Instrument (either  individually or on a portfolio basis) acceptable to the Deal
Agent  and (i) in the case of a fixed  rate  Franchise  Loan,  has a  prepayment
penalty  sufficient  to cover any swap  breakage  costs  associated  with  early
termination (in whole or in part) of such Hedging  Instrument to the extent such
Franchise  Loan is  prepayable  and (ii) in the case of a  Franchise  Lease,  is
non-cancelable  for five (5) years  (subject to certain  exceptions  relating to
casualty and  condemnation  and substitution of leases as set forth in the lease
provisions  attached  hereto as Exhibit L) and, to the extent the Obligor or any
of its Affiliates has any option or obligation to purchase the property which is
the  subject of such  Franchise  Lease,  such  Franchise  Lease or the  relevant
agreement  under  which such  option or  obligation  arises  provides  that such
purchase  shall be made at a purchase  price  equal to at least 115% of the Rent
Cost  Basis  of  such  property,  provided  that  such  minimum  purchase  price
requirement  shall not apply with  respect to a Franchise  Lease if (i) the Deal
Agent shall have agreed in writing that such Franchise Receivable may be treated
as an Eligible Receivable hereunder  notwithstanding its failure to satisfy such
requirement and (ii) after giving effect to such treatment,  no more than 20% of
the Maximum  Funded  Collateral  Amount would consist of Franchise  Leases which
fail to satisfy such requirement


                  (p)......all Real Property securing or supporting  payments on
such Franchise Receivable (including, in the case of a Franchise Lease, all Real
Property   subject  to  such  Franchise   Lease)  is  in  compliance   with  all
Environmental  Laws, as confirmed by (i) in the case of an Enterprise  Loan or a
Ground Lease Loan, an environmental  questionnaire  and other  environmental due
diligence  obtained and completed in accordance  with the Credit and  Collection
Policy  with  respect to such Real  Property  no more than six  months  prior to
originating  such Franchise Loan and (ii) in the case of a Franchise  Lease or a
Fee Simple Loan,  an  Environmental  Site  Assessment  obtained and completed in
accordance  with the  Credit and  Collection  Policy  with  respect to such Real
Property no more than six months prior to origination of such Franchise Lease or
Fee Simple Loan;


                  (q)......a complete set of Obligor Documents has been executed
and delivered with respect to such Franchise Receivable, which Obligor Documents
(i) at all times, together with such Franchise Receivable, are in full force and
effect and  constitute the legal,  valid and binding  obligation of each related
Obligor, enforceable against each such Obligor in accordance with its terms and,
at the time  such  Franchise  Receivable  is added  to the  Pledged  Receivables
hereunder,  are not  subject to any  dispute,  offset,  counterclaim  or defense
whatsoever,  (ii)  if  such  Franchise  Receivable  is a  Franchise  Loan,  such
Franchise Loan at all times is substantially in a form that has been approved by
the Deal Agent  (such  approval  not to be  unreasonably  withheld),  or if such
Franchise  Receivable is a Franchise  Lease,  such Franchise  Lease at all times
complies  with the Required  Lease  Provisions  set forth in Exhibit L and (iii)
have been  received by the Custodian  within  fifteen (15) Business Days of such
Franchise Receivable being included in the Pledged Receivables;


                  (r)......at all times, the collateral  securing such Franchise
Receivable  (and, in the case of a Franchise  Lease,  the Real Property which is
the  subject of such  Franchise  Lease) is  located  in the  United  States or a
territory  of the United  States or in any other  country  approved  by the Deal
Agent (in its sole discretion);


                  (s)......the Obligor with respect to such Franchise Receivable
is an Eligible Obligor;


                  (t)......in the case of a Franchise Loan, such Franchise Loan,
if originated at the same time as other Franchise Loans having the same Obligor,
is  cross-defaulted  with such other Franchise Loans,  such that a default under
one such Franchise Loan will constitute a default under the other such Franchise
Loans;


                  (u)......if  such  Franchise  Receivable  was  originated by a
Transferring Affiliate, then such Franchise Receivable has been duly assigned to
the  Borrower by such  Transferring  Affiliate  in  accordance  with a Franchise
Receivable Assignment and all consideration  required to be paid by the Borrower
to such Transferring  Affiliate with respect to such assignment has been paid in
full;


                  (v)......in  the case of a Franchise  Lease,  if after  giving
effect to the inclusion of such Franchise  Lease in the Collateral the aggregate
Receivable  Basis for all Franchise  Leases covering  property in the same State
would be equal to or greater  than  $15,000,000,  then the Deal Agent shall have
received  an  opinion  substantially  in the form  attached  hereto as Exhibit O
covering the laws of such State from counsel reasonably satisfactory to the Deal
Agent (it being  understood  that such opinion  need only be delivered  once for
each applicable State);


                  (w)......in  the case of a Franchise Loan, the debt obligation
under  such  Franchise  Receivable  constitutes  an  "instrument"  or a "general
intangible"  within the  meaning of the UCC of the  jurisdiction  which  governs
perfection of a security interest in such Franchise Receivable; and


                  (x)......such  Franchise  Receivable  has not  been  extended,
amended,  forgiven,  discharged,  waived,  canceled or otherwise modified in any
material  respect at any time since it was initially  included in the Collateral
except as  permitted by Section  5.2(b) and Section  7.5(b);  provided  that the
Borrower may consent to the  assignment  of any  Franchise  Lease not subject to
assignment  restrictions  in the  related  franchise  agreement  so  long as the
assignee is an Eligible Obligor hereunder.


                  Enterprise  Loan:  Any  Franchise  Loan  secured  by  a  first
priority  perfected  security  interest in, or lien on, the Obligor's  rights as
lessee to access and operate the related Unit.


                  Environmental  Laws:  Any  law,  statute,  ordinance,  decree,
requirement,  order, judgment, rule, regulation (or interpretation of any of the
foregoing)  of,  and the terms of any  license or permit  issued,  by the United
States of America, any state of the United States and any political  subdivision
of any of the foregoing (and any agency, department,  commission, board, bureau,
court or other tribunal having jurisdiction over any Obligor, the Borrower,  any
Transferring  Affiliate  or  any  of  their  respective  property)  relating  to
environmental  matters in any jurisdiction  where any Obligor,  any Transferring
Affiliate or the Borrower owns, leases or operates its property or under federal
law .


                  Environmental  Site Assessment:  A Phase I environmental  site
assessment  and  testing  report  prepared  according  to ASTM  standards  which
presents a description of the subject real property, its location, surroundings,
use, proposed use and any associated  environmental issues and problems, or such
further  environmental  audit and testing  report as shall be recommended in the
Phase I  environmental  site  assessment  and testing  report from time to time,
conducted by an Environmental Site Assessment Firm.


                  Environmental  Site Assessment Firm: Any of the  environmental
audit firms listed on Exhibit M hereto, and any other  environmental  audit firm
of national standing which  specializes in environmental  audits and inspections
which firms shall from time to time be approved in writing by the Deal Agent.


                  ERISA: The Employee Retirement Income Security Act of 1974, as
it may be amended from time to time and the regulations promulgated thereunder.


                  Eurodollar Disruption Event: With respect to any day occurring
in any Yield Period, any of the following:  (a) a determination by any Liquidity
Lender on such day that it would be contrary to law or to the  directive  of any
central bank or other governmental authority (whether or not having the force of
law) to obtain United  States  Dollars in the London  interbank  market to make,
fund  or  maintain  any  Liquidity   Loan  during  such  Yield  Period,   (b)  a
determination  by any  Liquidity  Lender  on such  day  that  the  rate at which
deposits of United States Dollars are being offered to such Liquidity  Lender in
the  London  interbank  market  does  not  accurately  reflect  the cost to such
Liquidity  Lender of making,  funding or  maintaining  any Liquidity Loan during
such Yield Period or (c) the  inability of any  Liquidity  Leader on such day to
obtain United States  Dollars in the London  interbank  market to make,  fund or
maintain any Liquidity Loan to be made by it during such Yield Period.


                  Event of Bankruptcy: With respect to any specified Person, the
occurrence of any of the following events:


                  (a)......a  case  or  other  proceeding  shall  be  commenced,
without the  application  or consent of such Person,  in any court,  seeking the
liquidation,  reorganization,  debt  arrangement,  dissolution,  winding  up, or
composition  or  readjustment  of debts of such  Person,  the  appointment  of a
trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for
such Person or any  substantial  part of its assets,  or any similar action with
respect  to such  Person  under  any  law  (foreign  or  domestic)  relating  to
bankruptcy, insolvency,  reorganization, winding up or composition or adjustment
of debts,  and such case or proceeding shall continue  undismissed,  or unstayed
and in effect, for a period of 60 days or an order for relief in respect of such
Person shall be entered in an involuntary case under the federal bankruptcy laws
or other similar laws (foreign or domestic) now or hereafter in effect; or


                  (b)......such  Person shall commence a voluntary case or other
proceeding under any applicable  bankruptcy,  insolvency,  reorganization,  debt
arrangement,  dissolution  or other  similar law now or hereafter in effect,  or
shall  consent  to  the  appointment  of or  taking  possession  by a  receiver,
liquidator,  assignee,  trustee,  custodian,   sequestrator  (or  other  similar
official) for, such Person or for any substantial part of its property, or shall
make any general  assignment for the benefit of creditors,  or shall fail to, or
admit in writing its inability to, pay its debts generally as they become due.


                  Facility  Maturity Date:  The earliest of (i) the  Termination
Date, (ii) the Scheduled  Facility Maturity Date, (iii) the third anniversary of
the Scheduled Commitment  Termination Date and (iv) the third anniversary of any
borrowing by the Lender under the Liquidity  Agreement to fund an Advance to the
Borrower,   if  such  borrowing  shall  remain  outstanding  as  of  such  third
anniversary.


                  FCCR:  The  "fixed  charge  coverage  ratio"  (i)  as  to  any
calculation at the Obligor level is the ratio of (a) the Obligor's Cash Flow for
the trailing twelve months,  to (b) the Obligor's Fixed Charges for such period,
and (ii) as to any  calculation at the Unit level is the ratio of (x) the Unit's
Cash Flow for the trailing  twelve  months,  to (y) the Unit's Fixed Charges for
such period.


                  Fee  Letter:  The fee  letter  agreement  dated as of the date
hereof, among the Borrower,  the Servicer, the Lender and the Deal Agent, as the
same may be amended,  restated,  supplemented or otherwise modified from time to
time.


                  Fee  Simple  Loan:  Any  Franchise  Loan  secured  by a  first
priority  perfected  security interest in, or lien on, the Obligor's (or that of
any  Affiliate  of the Obligor)  fee simple  ownership  interest in the land and
building on which the related Unit will be located.


                  Final Transaction  Summary:  A final  transaction  summary for
each Franchise Receivable and each that is the subject of a proposed Advance, in
substantially the form of Exhibit A-1.


                  Fixed  Charges:  As to  any  Obligor  or  Unit,  all  of  such
Obligor's or Unit's  annual  payments  (principal  and  interest) due on (i) all
loans, (ii) capital lease obligations and (iii) operating leases or rent.

                  Franchise Lease:


                  (a)......all  obligations  of an Obligor under a lease entered
into in  connection  with a Unit,  including  the right to  payment of any rent,
interest or finance  charges and other  obligations of such Obligor with respect
thereto;


                  (b)......the Real Property which is the subject of such lease,
together with all security  interests in, or other liens on, any other  property
securing or purporting to secure the  Obligor's  obligations  in respect of such
lease;


                  (c)......all   guarantees,   indemnities  and  warranties  and
proceeds thereof, proceeds of insurance policies, financing statements and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such  obligations and all other Obligor  Documents and Basic
Documents relating to such lease;


                  (d)......all  right, title and interest of the Borrower or any
Affiliate of the Borrower in, to and under any related franchise agreements;

                  (e)......all Collections with respect to any of the foregoing;
and

                  (f)......all  Proceeds  with respect to any of the  foregoing;

             provided, that no Franchise Lease may relate to more than one Unit.

                  Franchise Loan:


                  (a)......indebtedness of an Obligor arising in connection with
one or more  Units,  including  the right to payment of any  interest or finance
charges and other obligations of such Obligor with respect thereto;


                  (b)......all  security interests in, or liens on, any property
(whether  real or  personal)  securing or  purporting  to secure  payment by the
Obligor;


                  (c)......all   guarantees,   indemnities  and  warranties  and
proceeds thereof, proceeds of insurance policies, financing statements and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such  indebtedness and all other Obligor Documents and Basic
Documents relating to such indebtedness;


                  (d)......all right, title and interest of the Borrower and any
Affiliate of the Borrower in, to and under any related franchise agreements;

                  (e)......all Collections with respect to any of the foregoing;
and


                  (f)......all  Proceeds  with respect to any of the  foregoing;
provided, that any Franchise Loan may relate to one or more Units.

                  Franchise Receivable:  A Franchise Lease or a Franchise Loan.


                  Franchise Receivable Assignment:  The instrument of assignment
of  Pledged  Receivables  from  a  Transferring  Affiliate  to the  Borrower  in
substantially  the form of Exhibit P-1 for  Franchise  Loans and Exhibit P-2 for
Franchise Leases.

                  Funding Date:  Each day on which an Advance is made.


                  Funding Request:  A Borrower Notice  requesting an Advance and
including the items required by Section 2.2.


                  GAAP: Generally accepted accounting principles as in effect in
the United States, consistently applied, as of the date of such application.


                  Governmental  Authority:  The United  States of  America,  any
state,  local or other  political  division  thereof  and any entity  exercising
executive, legislative, judicial, regulatory or administrative functions thereof
or pertaining thereto.


                  Ground  Lease  Loan:  Any  Franchise  Loan  secured by a first
priority perfected security interest in, or lien on, the Obligor's  ownership of
the  building in which the  related  Unit is located and its rights as lessee of
the property on which such building is situated.


                  Hedge Counterparty: An entity acceptable to the Deal Agent (i)
whose  commercial  paper or short-term  deposit rating is, at the time it enters
into a Hedging  Instrument  with the Borrower,  at least D-1 by DCR (if rated by
DCR) and at least A-1 by S&P and, if rated by Moody's at least P by Moody's (ii)
which  shall  have,  at the time it enters  into a Hedging  Instrument  with the
Borrower,  a long-term  unsecured  debt  rating of at least A by S&P,  and (iii)
which has entered into a Hedging Instrument.


                  Hedging Instrument: Any interest rate swap agreement, interest
rate  cap  agreement,  interest  rate  floor  agreement,  interest  rate  collar
agreement or other interest rate hedging  instrument or agreement  acceptable to
the Deal Agent and entered into by the Borrower with a Hedge Counterparty,  with
payment dates to Borrower no less frequently than quarterly.


                  Income Taxes: Any federal, state, local or foreign taxes based
upon,  measured by, or imposed upon gross or net income,  gross or net receipts,
capital,  net worth,  or the  privilege  of doing  business,  including  without
limitation  franchise  taxes,  and any minimum taxes or withholding  taxes based
upon any of the foregoing, including any penalties, interest or additions to tax
imposed with respect thereto.

                  Indemnified Amounts:  As defined in Section 11.1(a).

                  Indemnified Party:  As defined in Section 11.1(a).

                  Ineligible Receivable:  As defined in Section 8.7.


                  Investments:  With respect to any Borrower Account Collateral,
the  certificates,  instruments or other  Eligible  Investments in which amounts
credited  to the  accounts  included  in the  Borrower  Account  Collateral  are
invested from time to time.


                  IRC: The U.S.  Internal  Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.

                  Lender:  Neptune, together with its successors and assigns.


                  Lien: With respect to any item of property,  (a) any mortgage,
lien,  pledge,  charge,  security  interest or encumbrance of any kind,  whether
voluntarily incurred or arising by operation of law or otherwise,  in respect of
such  property or (b) the interest of a vendor or lessor  under any  conditional
sale agreement,  financing lease or other title retention  agreement relating to
such property.


                  Liquidity  Agreement:  The  Liquidity  Agreement  dated  as of
October 14,  1999,  among  Neptune,  Rabobank,  as the  Liquidity  Agent for the
Liquidity Lenders,  and the Liquidity Lenders from time to time parties thereto,
as the same may be amended,  restated,  supplemented or otherwise  modified from
time to time.


                  Liquidity Lender: Any financial  institution from time to time
party to the Liquidity Agreement as a "Lender" thereunder.


                  Liquidity  Loan:  An  "Advance"  under (and as defined in) the
Liquidity Agreement.


                  Loans: Any indebtedness,  including Advances, evidenced by the
Note and issued by the Borrower to an Affected Party.

                  Lockbox:  A post office box to which Collections are remitted.


                  Lockbox  Account:  A depository  account,  lockbox  account or
similar  account in which any  Collections  are  collected or  deposited,  which
account shall be in the name of "CNL Financial Services, LP, as servicer."


                  Lockbox Account Bank: Any bank or other financial  institution
at which a Lockbox Account has been established.


                  Lockbox Agreement:  An agreement among a Lockbox Account Bank,
the Servicer and the Deal Agent in form and substance  satisfactory  to the Deal
Agent and the other parties thereto.


                  LTV  Ratio:  With  respect  to  any  Franchise  Receivable,  a
fraction,  expressed as a percentage,  the numerator of which is the  Receivable
Basis of such Franchise  Receivable,  and the denominator of which is (i) in the
case of a Franchise Lease, the Appraised Value of the Real Property which is the
subject of such  Franchise  Lease and (ii) in the case of a Franchise  Loan, the
Appraised  Value of the collateral  securing such Franchise  Loan. The Appraised
Value of any such property shall be determined as of a date on or about the date
on which the relevant Franchise Receivable was originated.


                  Material  Adverse Effect: A material adverse effect on (i) the
financial condition, business or operations of the Borrower, the Servicer or any
Transferring  Affiliate,  (ii) the ability of the Borrower,  the Servicer or any
Transferring  Affiliate  to perform its  obligations  under any Basic  Document,
(iii) the legality,  validity or enforceability of any Basic Document,  (iv) the
Borrower's or the Collateral Agent's interest in the Collateral  generally or in
any  significant  portion of the Collateral or the perfection or validity of any
such interest,  (v) the collectibility of the Franchise  Receivables included in
the  Collateral   generally  or  of  any  material  portion  of  such  Franchise
Receivables  or (vi) the value of the Real Property  included in the  Collateral
generally or any material portion of such Real Property.

                  Maximum Funded Collateral Amount:  $172,900,000.

                  Maximum Lawful Rate:  As defined in Section 2.7(c).


                  Monthly Report:  A report in the form of Exhibit F with blanks
appropriately completed.

                  Moody's:  Moody's Investors  Services,  Inc. and any successor
thereto.


                  Mortgage:  Any mortgage,  deed of trust,  security  agreement,
assignment  of lease or rent,  or other  Lien or  security  interest  granted in
respect of Real  Property  executed by (i) an Obligor or guarantor of an Obligor
to secure such  Obligor's  obligations  under or with  respect to any  Franchise
Receivable  or (ii) the Borrower to secure the payment of the  Borrower  Secured
Obligations.


                  Mortgage Assignment: A mortgage assignment forming part of the
Obligor  Documents  pursuant  to which  the  Borrower  shall  make a  collateral
assignment of a Mortgage to the Collateral Agent.

                  Note:  As defined in Section 2.5(a).


                  Note Interest: For any Yield Period, the aggregate accrued and
unpaid  Yield with  respect to each  Advance  that was  outstanding  at any time
during such Yield Period.


                  Obligor: With respect to any Franchise Receivable,  the Person
or Persons  obligated to make  payments  with  respect  thereto,  including  any
guarantor thereof.

                  Obligor Documents: With respect to:

                  (a)......any Franchise Loan:
                  (i) the original  promissory note (x) executed in favor of the
         Borrower  and  endorsed  by the  Borrower  in  blank,  or  endorsed  to
         "COOPERATIEVE  CENTRALE   RAIFFEISEN-BOERENLEENBANK,   B.A.,  NEW  YORK
         BRANCH,  as  Collateral  Agent"  and any  note  given  in  substitution
         therefor or (y)  executed in favor of an  Affiliate of the Borrower and
         endorsed by such Affiliate to the Borrower and endorsed by the Borrower
         in  blank,  or  endorsed  by the  Borrower  to  "COOPERATIEVE  CENTRALE
         RAIFFEISEN-BOERENLEENBANK,  B.A., NEW YORK BRANCH, as Collateral Agent"
         and any note given in substitution therefor;
                  (ii) an original  recorded Mortgage executed by the Obligor in
         favor of the Borrower (or, if such  Franchise  Loan was originated by a
         Transferring Affiliate, such Transferring Affiliate) securing the above
         note; provided, that, in lieu of a recorded document, the Custodian may
         accept a copy  certified  by the  records  office or an escrow or title
         company,  with the original to be delivered to the Custodian within 180
         days of the  date  of  delivery  of the  above  note to the  Custodian;
         provided,  further,  that if within  such 180 day period  the  original
         recorded  instrument  cannot be  delivered  solely  because  of a delay
         caused by the recording  office to which such  instrument was delivered
         for recordation, the Borrower or the Servicer on behalf of the Borrower
         shall  deliver  to the  Custodian  and  the  Deal  Agent  an  Officer's
         Certificate  stating  that such  delay has  occurred  and shall use all
         reasonable  efforts to cause the  original  recorded  instrument  to be
         delivered to the Custodian  within one (1) year of the date of delivery
         of the above note by the Borrower to the Custodian;
                  (iii) the original or a copy,  certified by the records office
         or an escrow or title company, of a Mortgage Assignment by the Borrower
         to the Collateral Agent in recordable form, and the original or a copy,
         certified  by the records  office or an escrow or title  company,  of a
         properly recorded  assignment or assignments of the related mortgage or
         deed  of  trust  from  the  original  holder,  through  any  subsequent
         transferees, to the Borrower;
                  (iv)  a  copy  of  the  executed  franchise  agreement(s)  and
         collateral  assignment(s)  thereof to the Borrower or the  Transferring
         Affiliate,  as  applicable,  if permitted by  franchisor,  the executed
         pre-franchise agreement, if any, or such other documentation evidencing
         the franchisor's approval of the Obligor;
                  (v) evidence of the Appraised  Value of the property  securing
                  such Franchise  Loan;  (vi) evidence  satisfactory to the Deal
                  Agent that (A) all legal and beneficial ownership of
         such  Franchise  Loan is vested in the  Borrower  free and clear of any
         Adverse Claims other than Permitted Liens (including,  in the case of a
         Franchise Loan originated by any  Transferring  Affiliate,  a Franchise
         Receivable  Assignment duly executed and delivered by such Transferring
         Affiliate) and (B) the Borrower has a first priority perfected security
         interest in, and lien on, the property  securing  such  Franchise  Loan
         including,  without  limitation,  title insurance  policies in form and
         substance, and issued by title insurance companies, satisfactory to the
         Deal Agent, and an assignment  endorsement  naming the Collateral Agent
         as the insured and loss payee;
                  (vii)    [Reserved.];
                  (viii)   a copy of any guaranties;
                  (ix)     if any of the above  items were  executed  pursuant
         to a power of  attorney,  a copy of such; and
                  (x) a  list  of any  other  documents  in  addition  to  items
         (a)(i)-(ix)  above  relating  to such  Franchise  Loan  which are being
         delivered to the Custodian;
                  (b)......any Franchise Lease:
                  (i)      a copy of the  original  lease  executed  in favor of
         the  Borrower  or a  Transferring Affiliate;
                  (ii) an original  recorded Mortgage in favor of the Collateral
         Agent  on the Real  Property  which is the  subject  of such  Franchise
         Lease;  provided,  that, in lieu of a recorded document,  the Custodian
         may  accept a copy  certified  by the  records  office  or an escrow or
         title,  with the original to be delivered to the  Custodian  within 180
         days of the date of  delivery  of the  above  lease  to the  Custodian;
         provided,  further,  that if within  such 180 day period  the  original
         recorded  instrument  cannot be  delivered  solely  because  of a delay
         caused by the recording  office to which such  instrument was delivered
         for recordation, the Borrower or the Servicer on behalf of the Borrower
         shall  deliver  to the  Custodian  and  the  Deal  Agent  an  Officer's
         Certificate  stating  that such  delay has  occurred  and shall use all
         reasonable  efforts to cause the  original  recorded  instrument  to be
         delivered to the Custodian  within one (1) year of the date of delivery
         of the above note by the Borrower to the Custodian;
                  (iii) a copy of the executed franchise  agreement(s),  if any,
         and such other  documentation  evidencing the franchisor's  approval of
         the Obligor,  in each case in the franchisor's  customary form, and any
         other document  creating a purchase option or right of first refusal in
         the Obligor or any Affiliate thereof,  together with, if thirty (30) or
         more  days have  expired  since  the  commencement  of the term of such
         Franchise Lease, a copy of a notice sent to such Obligor  requesting an
         estoppel  letter in the form attached hereto as Exhibit H or such other
         form as the Obligor is obligated to provide,  if applicable,  under the
         Franchise Receivable;
                  (iv) evidence of the Appraised  Value of the property which is
         the subject of such Franchise Lease;
                  (v) evidence satisfactory to the Deal Agent that (A) all legal
         and beneficial  ownership of such Franchise  Lease and the fee title to
         the Real  Property  which is the  subject  of such  Franchise  Lease is
         vested  in the  Borrower  free  and  clear  of any  Adverse  Claims  or
         Restrictions on Transferability  other than Permitted Liens (including,
         if such Franchise Lease was originated by a Transferring  Affiliate,  a
         Franchise  Receivable  Assignment  duly  executed and delivered by such
         Transferring  Affiliate) and (B) that the Collateral  Agent has a first
         priority  perfected  security  interest  in,  and  lien on,  such  Real
         Property  including,  without  limitation,  title insurance policies or
         commitments  in form and  substance,  and  issued  by  title  insurance
         companies,  satisfactory to the Deal Agent, naming the Collateral Agent
         as the insured;
                  (vi)     a copy of any guaranties;
                  (vii) if any of the above  items were  executed  pursuant to a
         power of attorney, a copy of such; and
                  (viii) a list of any  other  documents  in  addition  to items
         (a)(i)-(viii)  above  relating to such  Franchise  Loan which are being
         delivered to the Custodian;


                  (c)......in  the case of any Franchise  Receivable  secured in
part by personal  property,  the following,  as and to the extent  applicable in
accordance with the terms of such Franchise Receivable:

                  (i) to the  extent  not  covered  above  a  copy  of  executed
         security  agreements relating to furnishings,  fixtures,  equipment and
         other property securing such Franchise Receivable;
                  (ii) copies of all UCC filings  with  respect to  furnishings,
         fixtures,   equipment  and  other  property   securing  such  Franchise
         Receivable,  the  originals  thereof to be  delivered  promptly  to the
         Custodian upon their return from filing offices; and
                  (iii) if any of the above  items were  executed  pursuant to a
         power of attorney, a copy of such; and

                  (d)......in  the case of any Ground  Lease Loans or  Leasehold
Loans, copies of any landlord waivers and estoppel certificates.


                  Officer's   Certificate:   With  respect  to  any  Person,   a
certificate  of such Person  signed on its behalf by the  Chairman of the Board,
Chief Executive Officer,  the President,  a Vice President,  the Treasurer,  the
Secretary, or any other duly authorized officer of such Person acceptable to the
Deal Agent.


                  Optional Prepayment of Advances: The option of the Borrower to
repay an Advance  pursuant to a Borrower  Notice and in accordance  with Section
2.6.


                  Optional Repayment Amount: The principal amount (not less than
$1,000,000) of any Optional Prepayment of Advances, plus the interest accrued on
such principal  amount through the prepayment date, as set forth in any Borrower
Notice.

                  Other Costs:  As defined in Section 12.3(a).


                  Parent:  CNL  American   Properties  Fund,  Inc.,  a  Maryland
corporation, and any successor thereto.


                  Payment  Date:  The 20th day of each  month or, if such day is
not a Business Day, the next succeeding Business Day, commencing the 20th day of
the month after the month in which the Closing Date occurs. The Termination Date
and the Facility Maturity Date shall each be deemed to be a Payment Date whether
or not they occur on the 20th day of a month.
                  Permitted Liens:

                  (i)  any  Lien  (A)  granted  by  an  Obligor  in  favor  of a
         Transferring  Affiliate,  which Lien shall have been  assigned  by such
         Transferring  Affiliate to the Borrower in accordance  with a Franchise
         Receivable  Assignment  and  further  assigned  by the  Borrower to the
         Collateral  Agent in accordance with this Agreement,  (B) granted by an
         Obligor in favor of the  Borrower,  which Lien shall have been assigned
         by the  Borrower  to the  Collateral  Agent  in  accordance  with  this
         Agreement,  or (C) granted by the  Borrower in favor of the  Collateral
         Agent or the Custodian in accordance with this Agreement;
                  (ii)  inchoate  Liens with  respect  to the  payment of taxes,
         assessments  or  governmental  charges or claims either not yet due, or
         which are being contested in good faith by appropriate  proceedings and
         with respect to which adequate reserves or other appropriate provisions
         are being maintained, to the extent appropriate;
                  (iii) Liens of landlords  and Liens of  suppliers,  mechanics,
         carriers, materialmen,  warehousemen or workmen and other Liens imposed
         by law created in the ordinary  course of business  for amounts  either
         not yet due, or which are being  contested in good faith by appropriate
         proceedings  and with  respect  to  which  adequate  reserves  or other
         appropriate provisions are being maintained, to the extent appropriate;
                  (iv) zoning restrictions,  easements, licenses,  reservations,
         covenants, rights-of-way,  utility easements, building restrictions and
         other similar charges or encumbrances on the use of Real Property which
         do not materially  interfere with the ordinary  conduct of the business
         of the relevant Obligor or the Borrower,  as the case may be, and which
         do not materially  adversely affect the value of such Real Property and
         are acceptable to lending institutions generally;
                  (v)  subordinate  Liens  identified  in  any  title  insurance
         policies issued with respect to any Real Property securing payment on a
         Franchise Loan or which is the subject of a Franchise Lease, so long as
         such  title  insurance  policies  insure  that  (A)  in the  case  of a
         Franchise  Loan,  the  Mortgage  in  favor  of the  Borrower  (and  its
         successors and assigns) is senior to such Lien and (B) in the case of a
         Franchise  Lease,  the  Mortgage  in favor of the  Collateral  Agent is
         senior to such Lien; and
                  (vi) any purchase  option or right of first  refusal  which an
         Obligor  of a  Franchise  Lease or its  Affiliate  may have  under such
         Franchise Lease or another document, or any other rights of the Obligor
         under such Franchise Lease.

                  Person: An individual,  partnership,  corporation, including a
business  trust,  limited  liability  company,   joint  stock  company,   trust,
unincorporated  association,  sole proprietorship,  joint venture,  Governmental
Authority or any other entity of whatever nature.


                  Pledged Receivable:  Each Franchise  Receivable  identified on
Schedule 1,  together  with any other  Franchise  Receivables  identified by the
Borrower  in  a  Pledged  Receivable  Supplement  pursuant  to  Section  2.2(g);
provided,  that no Franchise Loan may constitute a Pledged Receivable  hereunder
until the Deal Agent has  specifically  confirmed  in  writing to the  Borrower,
mentioning  this  definition  of  "Pledged  Receivable,"  that  it has  received
satisfactory  evidence that  compliance  with this Agreement and the other Basic
Documents is sufficient to establish  Lender's first priority perfected security
interest in promissory notes evidencing Franchise Loans.

                  Pledged Receivable Supplement.  As defined in Section 2.2(g).


                  Proceeds:   With  respect  to  any  Collateral,   whatever  is
receivable  or received upon the sale,  lease,  license,  exchange,  collection,
liquidation,  or foreclosure or other  disposition of such  Collateral,  whether
such disposition is voluntary or involuntary, and including any and all proceeds
of any insurance, indemnity, warranty or guaranty payable in respect of any such
Collateral.


                  Program  Amount:  An amount equal to  $147,000,000;  provided,
that the Program  Amount may be adjusted  from time to time  pursuant to Section
2.3, further provided,  that after the Commitment  Termination Date, the Program
Amount shall be zero.


                  Rabobank:  Cooperatieve  Centrale   Raiffeisen-Boerenleenbank,
B.A., "Rabobank International", New York Branch, and any successor thereto.

                  Rating Agency:  Each of DCR and S&P.


                  Real  Property:  Any real  property  consisting  of a land lot
and/or any building and related improvements thereon.


                  Receivable  Basis:  At  any  time  (i)  with  respect  to  any
Franchise Loan, the outstanding  principal  amount thereof at such time and (ii)
with respect to any Franchise  Lease,  the Rent Cost Basis thereof at such time;
provided,  that upon the expiration of 30 days after  termination of a Franchise
Lease (whether such termination  occurs by reason of a default by the Obligor or
for any other  reason) the  Receivable  Basis of such  Franchise  Lease shall be
equal to zero.


                  Records:  With  respect  to  any  Franchise  Receivable,   all
documents, books, records and other information (including,  without limitation,
computer programs,  tapes,  disks, data processing software and related property
and  rights)  prepared  and  maintained  by the  Servicer,  the  Borrower or any
Transferring Affiliate with respect to such Franchise Receivable and the related
Obligors, other than the Obligor Documents.


                  Receivable  Yield: With respect to (i) any Franchise Loan, the
rate per annum at which  interest  accrues on the Receivable  Basis thereof,  as
specified in the note  evidencing  such  Franchise  Loan and (ii) any  Franchise
Lease,  the annual rent  payments  payable by the Obligor  under such  Franchise
Lease,  expressed  as a percentage  of the  Receivable  Basis of such  Franchise
Lease.


                  Regulatory  Change:  Any  change  after  the  Closing  Date in
federal,  state or foreign law or regulations  (including,  without  limitation,
Regulation D of the Federal  Reserve Board) or the adoption or making after such
date of any  interpretation,  judgement,  directive  or request  applying to any
Affected Party under any federal,  state or foreign law or regulations  (whether
or not having the force of law) by any Governmental  Authority  charged with the
interpretation or administration thereof.

                  Release Request:  As defined in Section 8.6(a).


                  Rent Cost Basis: With respect to any Franchise Lease, the full
cost incurred by the Borrower (or, if such  Franchise  Lease was originated by a
Transferring  Affiliate of the  Borrower,  by such  Transferring  Affiliate)  to
acquire fee title to such Real  Property,  and shown as the "rent cost basis" in
Borrower's  internal  property  records.  By  way  of  description  and  not  of
limitation,  the term "Rent Cost Basis" may include any or all of the following:
(a) with respect to Real Property  which is fully  constructed  and operating at
the time of Borrower's (or Transferring  Affiliate's)  acquisition  thereof, the
purchase price of such Real Property, or, with respect to Real Property which is
not fully  constructed at the time of Borrower's (or  Transferring  Affiliate's)
acquisition  thereof,  the total of the actual cost of the land plus  Borrower's
approved "hard"  construction  costs and "soft" costs for the improvements;  (b)
all Borrower (or  Transferring  Affiliate)  approved  closing costs  incurred by
Obligor,  including title insurance premiums,  transfer taxes or stamps,  survey
costs and  recording  fees;  (c) all closing and  acquisition  costs,  which may
include appraisal fees,  environmental audits,  closing fees, legal fees, travel
and lodging  expenses  related to the physical  inspection  of the property by a
Borrower  representative,  and related miscellaneous  out-of-pocket  expenses of
Borrower.


                  Report Date: The 10th day of each month or, if such day is not
a Business Day, the next succeeding Business Day.


                  Restrictions on Transferability: Any material condition to, or
restriction  on, the  ability of the holder or an  assignee of the holder of any
right, title or interest in any property to sell, assign,  transfer or otherwise
liquidate such right,  title or interest in a commercially  reasonable  time and
manner or which would otherwise materially deprive the holder or any assignee of
the holder of the benefits  thereof,  provided,  however,  that any  restriction
included in a franchisor's  customary  franchise agreement shall not be deemed a
Restriction on Transferability.


                  Revolving  Period:  The period  commencing on the Closing Date
and ending on the day immediately prior to the Commitment Termination Date.


                  S&P:   Standard  &  Poor's,  a  division  of  The  McGraw-Hill
Companies, Inc., and any successor thereto.


                  Schedule  of  Payments:  For  any  Franchise  Receivable,  the
schedule  of  payments  disclosed  in, or  required  under  the  terms of,  such
Franchise Receivable.


                  Scheduled  Commitment  Termination  Date:  October 10, 2000 as
such date may be extended  by the Lender in its sole  discretion  in  accordance
with Section 2.1(b).


                  Scheduled  Facility  Maturity Date: The fifth year anniversary
of the Closing Date.


                  Scheduled Payment: For any Franchise Receivable,  the periodic
installment  payment or rent amount  disclosed  in the  Schedule of Payments for
such Franchise Receivable.


                  Secured  Parties:  The Lender,  the Deal Agent, the Collateral
Agent, the Hedge  Counterparties,  the Custodian,  all other Indemnified Parties
and their respective successors and assigns.


                  Servicer: CNL Financial Services, LP, or any Person designated
as Successor  Servicer,  and its successors  and permitted  assigns from time to
time hereunder.

                  Servicer Event of Default:  As defined in Section 9.2.


                  Servicer Termination Notice: A notice by the Deal Agent to the
Servicer that a Servicer  Event of Default has occurred and that the  Servicer's
appointment hereunder has been terminated.

                  Servicing Fee:  The Servicing Fee set forth in the Fee Letter.

                  Servicing Records:  All Records prepared and maintained by the
Servicer.


                  Subordinated   Debt:   Any  debt  of  the  Borrower  which  is
subordinated  in right of payment to the  obligations of the Borrower under this
Agreement.


                  Sub-Servicer:  Any Person with whom the Servicer enters into a
Sub-Servicing Agreement.


                  Sub-Servicing  Agreement:  Any  written  contract  between the
Servicer  and  any  Sub-Servicer,   relating  to  servicing,  administration  or
collection of Eligible  Receivables  as provided in Section 7.1, in such form as
has been approved in writing by the Servicer and the Deal Agent.


                  Subsidiary:  As to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the Board of Directors or other Persons  performing  similar
functions  are at the time  directly or  indirectly  owned or controlled by such
Person.

                  Successor Servicer:  As defined in Exhibit I.


                  Successor  Servicing Fees and Expenses:  The fees and expenses
payable by the Borrower to the Successor Servicer, as agreed to by the Borrower,
the Lender and the Deal Agent.


                  Taxes: Any and all present or future taxes,  levies,  imposts,
deductions,  charges or  withholdings  (including all  liabilities  with respect
thereto) that are imposed by any government or other taxing authority.


                  Termination  Date: The date so designated  pursuant to Section
9.1 as a result of a Termination Event.

                  Termination Event:  As defined in Section 9.1.


                  Tier:  A  classification  of  Approved  Concepts  by  relative
strength.  The  strongest  Approved  Concepts  shall be in Tier I and the  least
credit-worthy  Approved  Concepts shall be in Tier IV. The Approved  Concepts in
each Tier shall be  specified  in Schedule 2 hereto as revised from time to time
with the written approval of the Deal Agent.

                  Transfer Request:  As defined in Section 8.5(a).


                  Transferring  Affiliate: An Affiliate of the Borrower that has
been approved in writing by the Deal Agent.  CNL American  Properties Fund, Inc.
shall be deemed to have been approved as a Transferring Affiliate.


                  UCC:  The  Uniform  Commercial  Code as  from  time to time in
effect in the specified jurisdiction.


                  Unit:  A  restaurant  unit which is the subject of a franchise
agreement or is operated by a Company Obligor.


                  Yield:  For each  Yield  Period and any  Advances  outstanding
during  such  Yield  Period  (or  portion  thereof),  the  sum of  the  products
(determined  daily for each Advance which is  outstanding on any day during such
Yield Period) of:
<TABLE>
<CAPTION>

                                                 YR x C x 1/360
<S> <C>
                  where:

                           YR       =       the Yield Rate on such day applicable to such Advance;
and

                           C        =       the amount of such Advance.

</TABLE>

                  Yield Period:  For any Payment Date, the period beginning with
and including the day next  following the end of the preceding  Yield Period and
ending on and including such Payment Date,  except that in the case of the first
Yield Period, such Yield Period shall be the period beginning with and including
the Effective Date and ending on and including the first Payment Date.


                  Yield Rate: For each day in a Yield Period on which an Advance
is outstanding: (i) to the extent such Advance is funded through the issuance of
commercial  paper,  a rate  equal to the CP Rate for such  day,  and (ii) to the
extent  such  Advance is funded  through a "LIBO Rate  Advance"  or a "Base Rate
Advance" under and as such terms are defined in the Liquidity Agreement, the sum
of the  Applicable  Margin  and,  with  respect to such LIBO Rate  Advance,  the
Adjusted  LIBO Rate (as defined in the  Liquidity  Agreement) in effect for such
day,  or, with respect to such Base Rate  Advance,  the Base Rate (as defined in
the Liquidity Agreement) in effect for such day. References in this Agreement to
the Liquidity  Agreement and the terms contained  therein refer  specifically to
the Liquidity  Agreement as in effect on the date of determination  after giving
effect to all  amendments and  modifications  thereto that have been approved by
the Borrower but without regard to any amendments or modifications  thereto that
have not been approved by the Borrower.

         SECTION 1.2.......Terms.

                  All  accounting  terms not specially  defined  herein shall be
construed in accordance with GAAP. All terms used in Article 9 of the UCC of the
State of New York,  and not  specifically  defined  herein,  are used  herein as
defined in such Article 9. All hourly  references herein shall refer to New York
City time.

         SECTION 1.3.......Incorporation.

                  Whenever this Agreement  incorporates  the provision in any of
the exhibits  attached  hereto,  such provisions shall be deemed to be a part of
this  Agreement as fully to all intents and  purposes as though such  provisions
had been set forth in full in this Agreement.

         SECTION 1.4.......Interpretation.

                  Except as otherwise indicated,  all agreements defined in this
Agreement  refer to the same as from time to time amended or  supplemented or as
the terms of such  agreements  are waived or modified in  accordance  with their
terms. The term "including" means "including without limitation"

                                   ARTICLE II

                                    ADVANCES
         SECTION 2.1.......Advances.

                  (a)......The  Borrower  may from time to time,  at its option,
request that the Lender make  advances  (each,  an  "Advance")  to it during the
Revolving  Period and the  Lender  shall,  subject  to the terms and  conditions
hereinafter set forth, make each such Advance on a Funding Date.


                  (b)......The  Borrower may,  within 60 days, but no later than
45 days, prior to the Scheduled  Commitment  Termination Date, by written notice
to the Deal Agent,  make written  request for the Lender to extend the Scheduled
Commitment  Termination  Date.  The Deal  Agent will give  prompt  notice to the
Lender of its receipt of such request for extension of the Scheduled  Commitment
Termination Date. The Lender shall make a determination, in its sole discretion,
within 30 days of the Deal Agent's  receipt of such request for  extension as to
whether  or not it will  agree to extend the  Scheduled  Commitment  Termination
Date;  provided,  however,  that  the  failure  of the  Lender  to make a timely
response to the Borrower's  request for extension of the Commitment  Termination
Date  shall be  deemed  to  constitute  a refusal  by the  Lender to extend  the
Scheduled Commitment Termination Date.

         SECTION 2.2.......Procedures for Advances.

                  (a)......In  the  case  of  each  borrowing,  repayment  of an
Advance,  termination,  increase or reduction of the Program Amount, or Optional
Prepayments  of  Advances,  the  Borrower  shall  give the Deal Agent a Borrower
Notice.  Each Borrower  Notice shall specify the amount  (subject to Section 2.1
hereof) of Advances to be borrowed or repaid and the Funding  Date or  repayment
date (which shall be a Business Day).


                  (b)......Subject  to  the  conditions  described  herein,  the
Borrower may request an Advance from the Lender by  delivering to the Deal Agent
or the Collateral  Agent,  as applicable,  at certain times the  information and
documents set forth in this Section 2.2; provided,  however,  that such Advance,
when combined with all other  Advances  then  outstanding,  shall not exceed the
lesser of the Program Amount and the Borrowing Base.


                  (c)......No  later than 10:00 a.m.  (New York City time) three
(3) Business Days prior to the proposed  Funding Date, the Borrower shall notify
the Deal Agent of the proposed  Funding Date and shall deliver to the Deal Agent
a credit  report and  transaction  summary for each  Franchise  Receivable to be
funded  with the  proceeds  of the  proposed  Advance  setting  forth the credit
underwriting by the Borrower of such Franchise  Receivable,  including,  without
limitation,  a  description  of the  Obligor  and the  terms  of such  Franchise
Receivable. By 5:00 p.m. (New York City time) on the next Business Day, the Deal
Agent shall use its reasonable efforts to confirm to the Borrower the receipt of
such items and whether it has reviewed  such items and found them to be complete
and in proper form. If the Deal Agent makes a  determination  that the items are
incomplete or not in proper form, it will communicate such  determination to the
Borrower. The Borrower will then take such steps as the Deal Agent determines to
be  necessary to correct the  problem(s).  In the event of a delay in the actual
Funding  Date due to the need to correct any such  problems,  the  Funding  Date
shall,  subject to the  satisfaction of the conditions set forth in Article III,
be the day that is two (2)  Business  Days after the day on which the Deal Agent
confirms to the Borrower that items are  acceptable  as  submitted,  or that the
problems have been corrected.


                  (d)......No  later than 5:00 p.m.  (New York City time) on the
Business Day prior to the proposed  Funding Date,  the Borrower shall deliver to
the Deal Agent the following:

                  (i) a Funding  Request meeting the  requirements  set forth in
                  subsection  (e) below;  (ii) a Final  Transaction  Summary for
                  each Franchise Receivable to be funded with the
         proceeds of the proposed Advance;
                  (iii)    a disbursement and authorization form; and
                  (iv) a settlement agent's letter  substantially in the form of
         Exhibit B from outside  counsel to the Borrower  concerning its receipt
         of certain documentation,  and its transmission of certain documents to
         title  insurance  companies  relating  to the  funding of the  Eligible
         Receivable(s) related to such Advance.
                  A copy of item (iv) shall also be delivered to the Custodian.


                  (e)......Each  Funding  Request  shall  specify the  aggregate
amount of the requested  Advance,  which shall be in an amount equal to $400,000
or  increments  of $1,000 in  excess  thereof.  Each  Funding  Request  shall be
accompanied  by  a  report  prepared  by  the  Servicer,   containing  the  same
information  as provided in the form of the Monthly  Report as of the times both
immediately  before and immediately  after the making of the requested  Advance,
and  representing  that all  conditions  precedent  for a funding have been met,
including a representation  by the Borrower that the requested Advance would not
result in a Borrowing Excess.


                  (f)......On the Funding Date following the satisfaction of the
applicable  conditions  set forth in this  Section 2.2 and Article III, the Deal
Agent, on behalf of the Lender,  shall give the Borrower the confirmation number
of the wire transfer of  immediately  available  funds sent by the Deal Agent to
the Borrower or its designee at the account specified in the Funding Request.


                  (g)......The  Borrower  may at any  time  add a new  Franchise
Receivable to the Collateral by delivering a written notice to the Deal Agent in
the form  attached  hereto as  Exhibit Q (a  "Pledged  Receivable  Supplement"),
whereupon  Schedule 1 shall  automatically be deemed to have been amended to add
such new  Franchise  Receivable  to the list of  Pledged  Receivables  set forth
therein.

         SECTION 2.3.......Reduction of the Program Amount.

                  The Borrower  may,  upon at least thirty (30)  Business  Days'
notice to the Deal  Agent,  terminate  in whole or reduce in part the portion of
the Program Amount that exceeds the aggregate  outstanding  principal  amount of
Advances;  provided, that each partial reduction of the Program Amount shall not
be less than  $5,000,000.  Each notice of reduction or  termination  pursuant to
this Section 2.3 shall be irrevocable.

         SECTION 2.4.......Liquidity Advances.

                  Prior to the  occurrence  of a Termination  Event,  the Lender
shall  cause  any Base  Rate  Advance  under  and as  defined  in the  Liquidity
Agreement, the aggregate principal amount of which is at least $5,000,000, to be
converted to a LIBO Rate Advance under and as defined in the Liquidity Agreement
at the earliest  available date for such conversion in accordance with the terms
thereof  but not  later  than one  month  following  the date of such  Base Rate
Advance,  unless a  Eurodollar  Disruption  Event  shall  have  occurred  and be
continuing.

         SECTION 2.5.......Note.

                  (a)......The  Advances made by the Lender  hereunder  shall be
evidenced by a duly executed  promissory  note of the Borrower in  substantially
the form of Exhibit C hereto (the  "Note").  The Note shall be dated the initial
Funding  Date and shall be duly  completed.  The Note  shall be  payable  to the
Lender in a principal amount up to the Program Amount. The Advances evidenced by
the Note shall be payable as provided in Article VI.


                  (b)......The  Deal Agent as agent for the Lender  may,  in its
discretion,  enter on a schedule  attached to the Note a notation  (which may be
computer generated) with respect to each Advance made hereunder of: (i) the date
and  principal  amount  thereof and (ii) each payment and repayment of principal
thereof. The failure of the Deal Agent to make any such notation on the schedule
to the Note shall not limit or otherwise  affect the  obligation of the Borrower
to repay the Advances in  accordance  with their  respective  terms as set forth
herein.

         SECTION 2.6.......Repayments.

                  (a)......Notwithstanding  any other  provision to the contrary
appearing  elsewhere in this  Agreement,  the  aggregate  outstanding  principal
amount of all Advances  shall be due and payable on the Facility  Maturity Date.
The Advances shall be repaid as and when necessary, as set forth in Sections 6.3
and 6.4, to eliminate any Borrowing Excess.


                  (b)......Advances,   including  any  Optional   Prepayment  of
Advances,  may be repaid at any time and from time to time, in whole or in part,
upon ten (10) days' prior written notice to the Lender or such shorter period of
time as agreed to in writing by the  Borrower and the Lender.  No prior  written
notice shall be required in the case of a repayment pursuant to Section 6.3. All
repayments  of  Advances  or any  portion  thereof  shall be not  less  than the
Optional  Repayment  Amount and shall be made  together  with payment of (i) all
Note Interest  accrued on the amount repaid to (but  excluding) the date of such
repayment,  (ii) any Breakage  Costs payable  under Section 2.11,  and (iii) any
loss,  cost  or  expense  relating  to the  early  termination  of  any  Hedging
Instrument  related to any such Advance.  Any amounts so repaid may,  subject to
the terms and conditions  hereof,  be reborrowed  hereunder during the Revolving
Period.

         SECTION 2.7.......Interest.

                  (a)......The Borrower shall pay to the Lender, as set forth in
Section 6.4, the Note  Interest on the unpaid  principal  amount of each Advance
for the period  commencing  on and  including  the Funding  Date of such Advance
until but excluding  the date such Advance shall be paid in full.  Note Interest
shall  not  be  considered  paid  by  any  distribution  if  at  any  time  such
distribution is rescinded or must otherwise be returned for any reason.


                  (b)......Notwithstanding the foregoing, the Borrower shall pay
interest on the unpaid Note Interest, on any Advance or any installment thereof,
and on any  other  amount  payable  by the  Borrower  hereunder  (to the  extent
permitted  by law) that  shall not be paid in full when due  (whether  at stated
maturity,  by  acceleration  or otherwise) for the period  commencing on the due
date thereof to (but  excluding) the date the same is paid in full at a rate per
annum equal to the Base Rate (as defined in the Liquidity Agreement) plus 2%.


                  (c)......Anything  in the  Basic  Documents  to  the  contrary
notwithstanding, if at any time the rate of interest payable by any Person under
the Basic Documents  exceeds the highest rate of interest  permissible under any
applicable law (the "Maximum Lawful Rate"),  then, so long as the Maximum Lawful
Rate would be exceeded,  the rate of interest under such Basic Document shall be
equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest
payable  under such Basic  Document is less than the Maximum  Lawful Rate,  such
Person shall  continue to pay interest  under such Basic Document at the Maximum
Lawful Rate until such time as the total Note Interest received from such Person
is equal to the total  interest that would have been received had the applicable
law not limited the interest rate payable under such Basic Document. In no event
shall the total interest received by the Lender under the Basic Documents exceed
the amount which the Lender could lawfully have  received,  had the interest due
under such Basic Documents been calculated since the Closing Date at the Maximum
Lawful Rate.

         SECTION 2.8.......Fees.

                  (a)......On each Payment Date, the Servicing Fee shall be paid
to the Servicer,  and the Successor Servicing Fees and Expenses shall be paid to
the Successor Servicer,  out of Collections  available for such purpose pursuant
to Section 6.4.


                  (b)......On  the Closing Date, the Borrower shall pay the Deal
Agent all fees  required to be paid to the Deal Agent  pursuant to the terms and
provisions of the Fee Letter.

         SECTION 2.9.......Time and Method of Payments.

                  Subject  to the  provisions  of  Sections  6.3  and  6.4,  all
payments  of  principal,  Note  Interest,  fees  and  other  amounts  (including
indemnities)  payable by the  Borrower  hereunder  shall be made in Dollars,  in
immediately  available  funds,  to the Deal Agent not later than 11:00 a.m. (New
York City time) on each Payment Date. On each Payment Date amounts on deposit in
the  Collection  Account  shall  be  withdrawn  to  make  required  payments  in
accordance  with  Section 6.4. Any such payment made on such date but after such
time shall, if the amount paid bears  interest,  be deemed to have been made on,
and interest  shall continue to accrue and be payable  thereon  until,  the next
succeeding  Business Day. If any payment of principal or Note  Interest  becomes
due on a day other than a Business  Day,  such  payment  may be made on the next
succeeding  Business  Day and such  extension  shall be  included  in  computing
interest in connection with such payment.  All payments  hereunder and under the
Note shall be made without setoff or counterclaim  and in such amounts as may be
necessary  in order that all such  payments  shall not be less than the  amounts
otherwise  specified to be paid under this Agreement and the Note.  Upon payment
in full of the Note,  following the Facility  Maturity  Date,  the Deal Agent as
agent for the Lender shall mark the Note "paid" and return it to the Borrower.

         SECTION 2.10......Additional Costs; Capital Requirements.

                  (a)......In  the  event  that  any  existing  or  future  law,
regulation  or  guideline,   or   interpretation   thereof,   by  any  court  or
administrative  or  governmental   authority  charged  with  the  administration
thereof,  or  compliance  by any  Affected  Party with any request or  directive
(whether  or not having the force of law) of any such  authority  shall  impose,
modify  or  deem  applicable  or  result  in the  application  of,  any  capital
maintenance,  capital ratio or similar  requirement  against commitments made by
any Affected Party under this Agreement,  the Liquidity  Agreement or any of the
program  documents  relating to the  issuance of the Lender's  commercial  paper
notes funding any Advances,  and the result of any event referred to above is to
impose upon any Affected Party or increase any capital requirement applicable as
a result of the making or maintenance of such Affected Party's  commitment under
this Agreement,  the Liquidity  Agreement or such other program  document (which
imposition of capital  requirements  may be determined by each Affected  Party's
reasonable   allocation   of  the   aggregate  of  such  capital   increases  or
impositions),  then,  upon  demand  made by the  Deal  Agent on  behalf  of such
Affected Party as promptly as practicable  after it obtains  knowledge that such
law,  regulation,  guideline,  interpretation,  request or directive  exists and
determines to make such demand,  the Borrower shall  immediately pay to the Deal
Agent for the benefit of such  Affected  Party from time to time as specified by
the Deal Agent  additional  amounts which shall be sufficient to compensate such
Affected  Party for such  imposition of or increase in capital  requirements.  A
certificate   setting  forth  in  reasonable  detail  the  amount  necessary  to
compensate  such  Affected  Party as a result of an imposition of or increase in
capital  requirements  submitted  by the  Deal  Agent to the  Borrower  shall be
conclusive, absent manifest error, as to the amount thereof.


                  (b)......In  the event that any Regulatory  Change shall:  (i)
change the basis of  taxation of any amounts  payable to any  Affected  Party in
respect of any Loans (other than taxes  imposed on the net or taxable  income of
such Affected Party by the United States of America or the jurisdiction in which
such  Affected  Party has its  principal  office);  (ii)  impose  or modify  any
reserve,  Federal Deposit Insurance  Corporation premium or assessment,  special
deposit or similar  requirements  relating to any  extensions of credit or other
assets of, or any deposits with or other liabilities of, such Affected Party; or
(iii) impose any other  conditions  affecting this Agreement in respect of Loans
(or any of such extensions of credit, assets, deposits or liabilities);  and the
result of any event  referred to in clause (i),  (ii) or (iii) above shall be to
increase such Affected  Party's costs of making or maintaining  any Loans or its
commitments under any of the program  documents  relating to the issuance of the
Lender's  commercial  paper notes funding any Advances,  or to reduce any amount
receivable  by such Affected  Party  hereunder in respect of any of its Loans or
its commitment (such increases in costs and reductions in amounts receivable are
hereinafter  referred to as  "Additional  Costs") then,  upon demand made by the
Deal Agent for the benefit of such Affected Party, the Borrower shall pay to the
Deal Agent on behalf of such Affected  Party,  from time to time as specified by
the Deal  Agent,  additional  commitment  fees or other  amounts  which shall be
sufficient  to  compensate  such  Affected  Party  for  such  increased  cost or
reduction in amounts  receivable  by such  Affected  Party from the date of such
change.


                  (c)......Determinations  by any Affected Party for purposes of
this  Section  2.10 of the  effect of any  Regulatory  Change on its costs or on
amounts  receivable by it, and of the additional  amounts required to compensate
such Affected Party in respect of any Additional Costs,  shall be set forth in a
written  notice to the Borrower in  reasonable  detail and shall be  conclusive,
absent manifest error.

         SECTION 2.11......Breakage Costs.

                  The  Borrower  shall pay to the Deal Agent for the  account of
the Lender,  upon the request of the Deal Agent, such amount or amounts as shall
compensate the Lender for any loss,  cost or expense  incurred by the Lender (as
reasonably  determined  by the Deal  Agent) as a result of (a) any failure of an
Advance to be made on the date  requested by the Borrower in a Funding  Request,
whether  because the  conditions  precedent to such Advance  shall not have been
satisfied as of such date or for any other reason other than default on the part
of the Lender and (b) any repayment of an Advance (and interest  thereon)  other
than (i) on a Payment  Date or (ii) if such  Advance  is  funded by a  Liquidity
Loan, the maturity date of such Liquidity  Loan,  such  compensation to include,
without limitation,  any loss (not including loss of anticipated profits),  cost
or expense  incurred by reason of the liquidation or reemployment of deposits or
other funds  acquired by the Lender to fund or maintain such Advance or any loss
(not  including loss of anticipated  profits),  cost or expense  relating to the
Lender's  anticipated  interest income hereunder and its actual funding costs in
respect of its issued and  outstanding  commercial  paper  notes and any funding
obtained pursuant to the Liquidity  Agreement (such loss, cost and expense to be
referred to as "Breakage Costs").  The determination by the Lender of the amount
of any such  loss or  expense  shall be set  forth in a  written  notice  to the
Borrower in reasonable detail and shall be conclusive, absent manifest error.

         SECTION 2.12......Taxes.

                  (a)......Any  and all payments by the Borrower or the Servicer
hereunder shall be made free and clear of, and without  deduction or withholding
for, any Taxes unless such deduction or withholding is required by law.


                  (b)......If  any  withholding or deduction from any payment to
be made by the  Borrower  or  Servicer  hereunder  is required in respect of any
Taxes except for: (i) franchise  taxes,  (ii) any taxes (other than  withholding
taxes) that would not be imposed but for a connection  between the Deal Agent or
the Lender and the  jurisdiction  imposing  such taxes  (other than a connection
arising  solely by  virtue of the  activities  of the Deal  Agent or the  Lender
pursuant to or in respect of this Agreement or any other Basic Document),  (iii)
any  withholding  taxes payable with respect to payments  hereunder or under any
other Basic  Document under  applicable law in effect on the Closing Date,  (iv)
any taxes imposed on or measured by the Lender's assets, net income, receipts or
branch profits,  (v) any taxes arising after the Closing Date solely as a result
of or attributable  to the Lender  changing its designated  lending office after
the Closing  Date and (vi) any  interest,  fees,  additional  taxes or penalties
relating to any of the items described in the preceding  clauses (i) through (v)
(all such non-excluded Taxes being "Covered Taxes"), then the Borrower will:

                  (i)      pay directly to the relevant  Governmental  Authority
         the full amount  required to be so withheld or deducted;
                  (ii) promptly forward to the Deal Agent an official receipt or
         other  documentation  satisfactory  to the Deal Agent  evidencing  such
         payment to such Governmental Authority; and
                  (iii) pay to the Deal Agent for the account of the Lender such
         additional  amount or amounts as is  necessary  to ensure  that the net
         amount actually  received by the Lender will equal the full amount that
         the Lender  would have  received had no such  withholding  or deduction
         been required.

                  (c)......Tax Indemnification.  The Borrower will indemnify the
Lender  and the Deal  Agent for the full  amount of  Covered  Taxes  (including,
without  limitation,  any Covered Taxes imposed by any  jurisdiction  on amounts
payable  under this  section)  paid by the Lender or the Deal Agent (as the case
may be) and any liability (including  penalties,  interest and expenses) arising
therefrom or with respect  thereto;  provided that the Lender or the Deal Agent,
as appropriate, making a demand for indemnity payment shall provide the Borrower
with a  certificate  from the relevant  taxing  authority or from a  responsible
officer of the Lender or the Deal Agent stating or otherwise evidencing that the
Lender or the Deal Agent has made payment of such Covered Taxes and will provide
a copy of or extract from documentation,  if available, furnished by such taxing
authority   evidencing   assertion  or  payment  of  such  Covered  Taxes.  This
indemnification  shall be made  within  ten days from the date the Lender or the
Deal Agent (as the case may be) makes written demand therefor.


                  (d)......If, in connection with an agreement or other document
providing liquidity support,  credit enhancement or other similar support to the
Lender in  connection  with this  Agreement  or the  funding or  maintenance  of
Advances  hereunder,  the Lender is required to compensate any Liquidity  Lender
(either directly or through a participation)  or any agent thereof in respect of
taxes imposed by any Governmental Authority under circumstances similar to those
described in this Section 2.12,  then,  provided that such agreement or document
limits the scope of the taxes for which  compensation  is  required  in the same
manner as  Section  2.12(b)  hereof  and  conditions  such  compensation  on the
provision of forms as described in Section 2.12(e) hereof,  thereby  eliminating
all United States Federal backup  withholding and withholding on payments by the
Lender to such Liquidity Lender,  after demand by the Lender, the Borrower shall
pay to the  Lender  on the  following  Payment  Date such  additional  amount or
amounts as may be necessary to reimburse  the Lender for any amounts paid by it.
Such compensation  shall not include any penalties or interest imposed by reason
of the Lender's failure to timely comply with any requirement to withhold taxes.
If payments by the Lender become subject to withholding tax under  circumstances
that would require compensation from the Borrower under this section, the Lender
shall use  commercially  reasonable  efforts to avoid or mitigate  the burden of
such tax,  including  efforts  to  procure a change in the  identity  or lending
office of the relevant Liquidity Lender.


                  (e)......Tax  Forms:  The  Deal  Agent  or the  Lender  or its
assignee, as applicable, shall:

                  (i) in the case of the Lender or its assignee,  deliver to the
         Borrower  and the  Deal  Agent  prior to the  date  the  Lender  or its
         assignee becomes a party hereto, (A) if such Person is a "United States
         Person"  (as such term is defined in IRC section  7701(a)(30)),  a duly
         completed  United States Internal Revenue Service Form W-9 or successor
         applicable form, or (B) if such Person is not a United States Person, a
         duly completed  United States  Internal  Revenue Service Form W-8BEN or
         W-8ECI,  as the case may be,  or  successor  applicable  form,  thereby
         eliminating   all  United  States   Federal  backup   withholding   and
         withholding on payments by the Borrower or Servicer to the Lender;
                  (ii) in the case of the Deal Agent or its assignee, deliver to
         the  Borrower on or before the first date  required by the  regulations
         issued by the United States Treasury  Department under IRC section 1441
         pursuant to T.D. 8734 (the "New Regulations") or successor regulations,
         if  such  Person  is  not a  United  States  Person,  and  if  the  New
         Regulations so require, a duly completed United States Internal Revenue
         Service Form W-8IMY or successor applicable form;
                  (iii) in the case of any such Person,  deliver to the Borrower
         and the Deal Agent a further  copy of such  forms or other  appropriate
         certification  of such  forms on or before  the date that any such form
         expires  or  becomes  obsolete  and after the  occurrence  of any event
         requiring a change in the most recent form  delivered to the  Borrower;
         and
                  (iv) in the case of any such  Person,  renew  such  forms  and
         certifications  thereof as may  reasonably be requested by the Borrower
         or the Deal Agent,
unless an event (including,  without  limitation,  any change in treaty,  law or
regulation) has occurred prior to the date on which any such delivery  otherwise
would be  required  which  renders  all such forms  inapplicable  or which would
prevent such Person from duly  completing  and delivering any such form and such
Person so advises the Borrower and the Deal Agent.


                  For any period with respect to which such Person has failed to
provide  the  Borrower  with the  appropriate  form,  certificate  or  statement
described in this  subsection  (other than if such failure is due to a change in
law  occurring  after the date on which  such  form,  certificate  or  statement
originally was required to be provided under this Agreement), such Person, shall
not be entitled to indemnification under clauses (b), (c) or (d) of this section
with  respect to any Taxes  until such forms are so  provided  and then only for
periods  for which the  Borrower  may rely on such forms to reduce or  eliminate
United States Federal backup withholding and withholding on payments to the Deal
Agent, the Lender, or assignees of either the Deal Agent or the Lender.


                  (f)......Without  prejudice  to  the  survival  of  any  other
agreement of the Borrower  hereunder,  the  agreements  and  obligations  of the
Borrower  contained  in this  section  shall  survive  the  termination  of this
Agreement.


                                   ARTICLE III

                              CONDITIONS TO LENDING
         SECTION 3.1.......Conditions Precedent to Effectiveness of Agreement.

                  The   effectiveness  of  this  Agreement  is  subject  to  the
conditions  precedent  that the Deal Agent shall have  received on or before the
Closing  Date the  following,  in form and  substance  satisfactory  to the Deal
Agent:


                  (a)......An  executed copy of each Basic  Document,  each in a
form  approved by the Deal Agent and evidence to the effect that all  conditions
precedent to the effectiveness thereof shall have been satisfied;


                  (b)......A  certificate from an officer of the Borrower in the
form of Exhibit E to the effect that the  performance of this Agreement will not
render  the  Borrower  insolvent  and  the  Borrower  will  be  able  to  remain
economically  viable without  further  capital  investments  for the foreseeable
future;

                  (c)......With respect to the Borrower:
                  (i) the  certificate  of limited  partnership  of the Borrower
         certified,  as of a date no more than  twenty  (20)  days  prior to the
         Closing Date, by the Secretary of State of its state of organization;
                  (ii) a  certificate  of existence or good  standing,  dated no
         more  than  twenty  (20)  days  prior  to the  Closing  Date,  from the
         respective  Secretary  of State of its  state of  organization  and the
         primary state in which the Borrower  conducts  business and is required
         to qualify, or represents that it is qualified, to do business;
                  (iii) a certificate of the Secretary of the general partner of
         the Borrower  certifying as of the Closing Date: (A) the names and true
         signatures of the persons  authorized on behalf of the Borrower to sign
         this Agreement, (B) a copy of the Borrower's partnership agreement, and
         (C) a copy of the  resolutions of the corporate  general  partner(s) of
         the Borrower  approving the Basic  Documents to which it is a party and
         the transactions contemplated hereby and thereby; and

                  (d)......the  Note shall have been duly executed and delivered
by the Borrower to the Deal Agent and shall be in full force and effect;

                  (e)......With respect to the Servicer:
                  (i) the  certificate  of limited  partnership  of the Servicer
         certified,  as of a date no more than  twenty  (20)  days  prior to the
         Closing Date, by the Secretary of State of its state of organization;
                  (ii) a  certificate  of  existence,  dated no more than twenty
         (20) days prior to the Closing Date,  from the respective  Secretary of
         State of its state of  organization  and the primary state in which the
         Servicer  conducts  business and is required to qualify,  or represents
         that it is qualified, to do business; and
                  (iii) a certificate of the Secretary of the general partner of
         the Servicer  certifying as of the Closing Date: (A) the names and true
         signatures of the persons  authorized on behalf of the Servicer to sign
         this Agreement, (B) a copy of the Servicer's partnership agreement, and
         (C) a copy of the resolutions of the partners of the Servicer approving
         the  Basic  Documents  to  which  it is a party  and  the  transactions
         contemplated hereby and thereby;
                  (iv) Certified copies of requests for information or copies on
         form UCC-11 (or a similar search report certified by a party acceptable
         to the Deal Agent), dated a date no more than thirty (30) days prior to
         the Closing Date listing all effective  financing  statements and other
         similar  instruments  and  documents  which  name the  Borrower  or any
         Transferring  Affiliate  (under its present name and any previous name)
         as debtor, together with copies of such financing statements;

                  (f)......Any necessary third party (including any Governmental
Authority)  consents to the  closing of the  transactions  contemplated  by this
Agreement on behalf of the Borrower or Servicer  hereby,  in form and  substance
satisfactory to the Deal Agent;


                  (g)......Executed   financing   statements  (form  UCC-1),  in
respect  of the  Collateral  (1) with  respect to each  Transferring  Affiliate,
naming such Transferring  Affiliate as an assignor, the Borrower as the assignee
and the  Collateral  Agent as  assignee  of the  Borrower,  and (2)  pursuant to
Article VIII,  naming the Borrower as the debtor,  and the  Collateral  Agent on
behalf  of the  Lender  as  secured  party,  or other,  similar  instruments  or
documents,  as may be necessary or, in the opinion of the Deal Agent,  desirable
under  the UCC of all  appropriate  jurisdictions  or any other  applicable  law
(including  the  Assignment  of Claims  Act) to perfect the  Collateral  Agent's
interests in all Collateral in which an interest may be assigned hereunder;


                  (h)......The opinion of counsel to the Borrower,  the Servicer
and the  Transferring  Affiliates  in form and  substance  satisfactory  to Deal
Agent;


                  (i)......Confirmation  from  S&P and  DCR  that  the  Lender's
commercial  paper  notes  will  continue  to be rated at least A-1 by S&P and at
least D-1 by DCR after giving effect to the  transactions  contemplated  by this
Agreement;


                  (j)......Fully  executed copies of Lockbox Agreements covering
each Lockbox Account; and


                  (k)......Such other approvals,  consents,  opinions, documents
and instruments, as the Deal Agent may reasonably request.

         SECTION 3.2.......Conditions Precedent to All Advances.

                  Each Advance  (including the initial Advance) shall be subject
to the further conditions precedent that:


                  (a)......On the related Funding Date, the following statements
shall be true and the  Borrower  shall have  certified  in the related  Borrower
Notice that such statements are true:

                  (i) The representations and warranties of the Borrower and the
         Servicer  set forth in Sections 4.1 and 4.2 are true and correct on and
         as of such date,  before and after giving effect to such  borrowing and
         to the application of the proceeds therefrom,  as though made on and as
         of such date;
                  (ii) No event has occurred,  or would result from such Advance
         or from the application of the proceeds therefrom,  which constitutes a
         Termination  Event or which  would,  after the  giving of notice or the
         lapse of time, or both, constitute a Termination Event;
                  (iii) The Borrower is in material  compliance with each of its
                  covenants  set forth  herein;  and (iv) No event has  occurred
                  which constitutes a Servicer Event of Default or which would,
         after    the giving of notice or the lapse of time, or both, constitute
                  a  Servicer   Event  of   Default;   (b)......The   Commitment
                  Termination Date shall not have occurred;

                  (c)......Before  and after giving effect to such borrowing and
to the application of proceeds therefrom, there exists no Borrowing Excess;

                  (d)......Each  Pledged  Receivable is an Eligible  Receivable;
and

                  (e)......The  Borrower  shall have delivered to the Deal Agent
the related Funding Request and such other items required to be delivered to the
Borrower  pursuant  to  Section  2.2,  and the  Borrower  and  the  Transferring
Affiliates shall have taken such other action,  including delivery of approvals,
consents,  opinions, documents and instruments to the Lender and the Deal Agent,
as the Deal Agent may reasonably request.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
         SECTION 4.1.......Representations and Warranties of the Borrower.

                  The Borrower represents and warrants to the Deal Agent and the
Lender as of the date  hereof,  as of the  Closing  Date and on each  subsequent
Funding Date as follows:


                  (a)......The Borrower is a limited partnership duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and  has  full  power  and  authority  and  all  licenses  necessary  to own its
properties  and assets and to transact  the  business  in which it is  presently
engaged except for those licenses  applied for but not yet obtained as set forth
on Schedule 5, except to the extent the failure to have any such  license  would
not  have  a  Material  Adverse  Effect,  and is  duly  qualified  as a  limited
partnership or a foreign  limited  partnership,  as  applicable,  and is in good
standing  under the laws of each other  jurisdiction  in which its  business  or
activities  require  such  qualification  and where a failure to be so qualified
would have a Material Adverse Effect.


                  (b)......The  Borrower  has the  power and  authority  to own,
pledge,  mortgage,  operate  and convey all of its  properties,  to conduct  its
business as now conducted and to execute and deliver the Basic  Documents and to
perform the transactions contemplated hereby and thereby.


                  (c)......The  execution,   delivery  and  performance  by  the
Borrower  of the Basic  Documents  to which it is a party  and the  transactions
contemplated  hereby and thereby (i) have been duly  authorized by all necessary
partnership or other action on the part of the Borrower,  (ii) do not contravene
or cause the Borrower to be in default under (A) the  Borrower's  certificate of
limited partnership or partnership  agreement,  (B) any contractual  restriction
contained in any indenture, loan or credit agreement,  lease, mortgage, security
agreement,  bond, note, or other agreement or instrument binding on or affecting
the Borrower or its property or any  Affiliate of the Borrower or its  property,
or (C) any law, rule,  regulation,  order, license requirement,  writ, judgment,
award, injunction, or decree applicable to, binding on or affecting the Borrower
or its property or any Affiliate of the Borrower or its  property,  and (iii) do
not result in or require the creation of any Adverse  Claim upon or with respect
to any of the property of the Borrower or any  Affiliate of the Borrower  (other
than in favor of the Lender and the Collateral Agent as contemplated hereunder).


                  (d)......The  Basic Documents to which the Borrower is a party
and that have been executed and delivered prior to the date this  representation
is made or deemed to be made have each been duly  executed and  delivered by the
Borrower.


                  (e)......All  Hedging Instruments required by Section 5.3 have
been entered  into by Borrower,  and all  agreements  and related  documentation
required in connection with any such Hedging  Instruments have been executed and
delivered by Borrower to the applicable Hedge Counterparties.


                  (f)......No  consent  of,  notice to,  filing with or permits,
qualifications or other action by any Governmental  Authority or any other party
is required (i) for the due execution,  delivery and performance by the Borrower
of the Basic Documents to which the Borrower is a party, (ii) for the perfection
of or the exercise by the Lender, any Hedge Counterparty,  the Deal Agent or the
Collateral Agent of any of its rights or remedies hereunder or thereunder, (iii)
for the grant by the Borrower of the security  interests  granted  under Section
8.1 of this Agreement, (iv) for the perfection of or the exercise by the Lender,
any Hedge  Counterparty  or the  Collateral  Agent of its  rights  and  remedies
provided  for in  this  Agreement,  or (v) to  ensure  the  legality,  validity,
enforceability  or  admissibility   into  evidence  of  this  Agreement  in  any
jurisdiction in which any of the Collateral is located,  in each case other than
consents,  notices,  filings and other actions which have been obtained or made,
or have been applied for as disclosed on Schedule 5, but not yet obtained.


                  (g)......No   transaction   contemplated   by  this  Agreement
requires compliance with any bulk sales act or similar law.


                  (h)......Each  Basic Document to which the Borrower is a party
is the legal, valid and binding obligation of the Borrower  enforceable  against
the Borrower in accordance with its respective terms,  subject to any applicable
bankruptcy, insolvency, reorganization,  moratorium or other similar laws now or
hereafter in effect  relating to or affecting the  enforceability  of creditors'
rights  generally  and  general  equitable  principles,  whether  applied  in  a
proceeding  at law or in equity.  Each of the Borrower  Assigned  Agreements  to
which the  Borrower or any  Transferring  Affiliate is a party  constitutes  the
legal,  valid and binding  obligation of such Person,  enforceable  against such
Person in  accordance  with its  terms,  subject to any  applicable  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect  relating  to  or  affecting  the  enforceability  of  creditors'  rights
generally and general equitable  principles,  whether applied in a proceeding at
law or in equity.


                  (i)......Except  as  disclosed  to the Deal Agent on Exhibit D
hereto,  there is no pending or, to its knowledge,  threatened  action,  suit or
proceeding against or affecting the Borrower,  its officers or managers,  or the
property of the Borrower, in any court or tribunal, before any arbitrator of any
kind or before or by any Governmental Authority in which an adverse result could
reasonably be expected to produce a Material Adverse Effect on Borrower.


                  (j)......No injunction, writ, restraining order or other order
of any nature adverse to the Borrower or the conduct of its business or which is
inconsistent  with the due consummation of the transactions  contemplated by the
Basic  Documents has been issued by a Governmental  Authority,  nor has Borrower
received written notice,  except as disclosed in writing to the Deal Agent, that
any such injunction, writ or order has been sought by any Person.


                  (k)......The  principal  place of business and chief executive
office of the Borrower,  and the office where the Borrower keeps its Records and
the  original  copies of the  Borrower  Assigned  Agreements,  is located at the
address of the  Borrower  for  notices  under  Section  12.1 and as set forth on
Schedule 7, and there are  currently no, and during the four months prior to the
Closing  Date there have not been any,  other  locations  where the  Borrower is
located  (as  that  term  is  used in the  UCC of the  jurisdiction  where  such
principal place of business is located) or keeps Records.


                  (l)......The  Borrower does not have, and has never  conducted
business using, trade names,  fictitious names, assumed names or "doing business
as" names other than those set forth on Schedule 6.


                  (m)......For  federal  income tax,  reporting  and  accounting
purposes, the Borrower will treat the assignment of each Pledged Receivable from
a  Transferring  Affiliate  to the Borrower  pursuant to a Franchise  Receivable
Assignment  as an absolute  assignment  of such  Transferring  Affiliate's  full
right, title, and ownership interest in such Pledged Receivable to the Borrower,
and the  Borrower  has not in any other  manner  accounted  for or  treated  the
transfers of such Pledged Receivables  contemplated in any Franchise  Receivable
Assignment.


                  (n)......The  Borrower  has  complied  and will  comply in all
material  respects with all  applicable  laws,  rules,  regulations,  judgments,
agreements,  decrees and orders with respect to its business and  properties and
all Collateral including, without limitation, all Environmental Laws.


                  (o)......The  Borrower  has filed all tax returns  (including,
without  limitation,  foreign,  federal,  state,  local and  other tax  returns)
required to be filed,  is not liable for taxes  payable by any other  Person and
has paid or made adequate  provisions for the payment of all taxes,  assessments
and, to its knowledge, other governmental, charges due from the Borrower arising
from such returns.  No tax lien or similar Adverse Claim has been filed, and, to
its  knowledge,  no claim is  being  asserted,  with  respect  to any such  tax,
assessment or other governmental  charge. Any taxes, fees and other governmental
charges  payable by the Borrower or any of its Affiliates in connection with the
execution and delivery of the Basic Documents and the transactions  contemplated
hereby or  thereby  have been paid or shall have been paid if and when due at or
prior to such Funding Date.


                  (p)......With   respect  to  any  Funding  Date,  the  related
Borrower Notice is accurate in all material respects.


                  (q)......The  Collateral and each part thereof is owned by the
Borrower free and clear of any Adverse Claim or Restrictions on  Transferability
(other  than  Permitted  Liens) and the  Borrower  has the full  right,  limited
partnership  power and lawful authority to assign,  transfer and pledge the same
and  interests  therein and all  substitutions  therefor and  additions  thereto
pursuant to Section 8.1 of this  Agreement,  and upon making each  Advance,  the
Collateral  Agent on  behalf  of the  Lender  will  have  acquired  a valid  and
perfected first priority security interest in, and lien on, the Collateral, free
and clear of any Adverse Claim or  Restrictions  on  Transferability  other than
Permitted Liens. No effective financing  statement,  mortgage,  deed of trust or
other instrument similar in effect covering all or any part of the Collateral is
on file in any recording office,  except such as may have been filed in favor of
the Collateral Agent pursuant to Article VIII of this Agreement or, with respect
to the Pledged  Receivables,  in favor of the  Borrower  pursuant to a Franchise
Receivable Assignment.


                  (r)......All  information heretofore furnished by or on behalf
of the  Borrower  to the Deal  Agent,  the Lender or any Hedge  Counterparty  in
connection  with this Agreement or any transaction  contemplated  hereby is true
and complete in all  material  respects and does not misstate or omit to state a
material fact necessary to make the statements contained therein not misleading.


                  (s)......The  Borrower is in compliance with ERISA and has not
incurred  and does not  expect  to incur any  liabilities  (except  for  premium
payments  arising in the ordinary  course of  business)  to the Pension  Benefit
Guaranty Corporation ("PBGC") (or any successor thereto) under ERISA.


                  (t)......(i)  The  Borrower  is not a party to any  indenture,
loan or  credit  agreement  or any lease or other  agreement  or  instrument  or
subject  to any  limited  restriction  that  could  have,  and no  provision  of
applicable law or governmental  regulation is reasonably  likely to have, in the
absence  of a  default  thereunder,  a  Material  Adverse  Effect;  and (ii) the
Borrower is not in default  under or with  respect to any  contract,  agreement,
lease or other  instrument  to which the Borrower is a party,  which  default is
reasonably likely to have a Material Adverse Effect;


                  (u)......The  consolidated  balance sheets of the Borrower and
its  consolidated  Subsidiaries  as  at  December  31,  1998,  and  the  related
statements of income of the Borrower and its  consolidated  Subsidiaries for the
fiscal  year then  ended,  certified  by the chief  financial  officer  or chief
accounting  officer of the Borrower,  copies of which have been furnished by the
Borrower  to the  Deal  Agent,  fairly  present  in all  material  respects  the
consolidated   financial   condition  of  the  Borrower  and  its   consolidated
Subsidiaries for the period ended on such date, all in accordance with GAAP, and
there  has been no  material  adverse  change  in the  condition  (financial  or
otherwise),  business,  operations,  results of operations, or properties of the
Borrower since December 31, 1998.


                  (v)......The  Borrower is not required to be  registered as an
"investment  company" or an "affiliated  person" of, or "promoter" or "principal
underwriter"  for,  an  "investment  company,"  as such terms are defined in the
Investment  Company Act of 1940,  as amended.  The making of the Advances by the
Lender,  the  application of the proceeds and repayment  thereof by the Borrower
and the consummation of the transactions  contemplated by the Basic Documents to
which  the  Borrower  is a party do not  violate,  solely  with  respect  to the
Borrower,  any provision of such Act or any rule,  regulation or order issued by
the Securities and Exchange Commission thereunder.


                  (w)......Each  of the  representations  and  warranties of the
Borrower  contained in the Basic Documents and the Hedging  Instruments to which
the Borrower is a party and which have been executed and delivered  prior to the
date this representation is made or deemed to be made is true and correct in all
material  respects and the Borrower  hereby makes each such  representation  and
warranty  to, and for the benefit of, the Deal Agent,  the Lender and each Hedge
Counterparty as if the same were set forth in full herein.


                  (x)......All  Lockboxes and the Lockbox Accounts are set forth
in  Schedule 4. Each such  Lockbox  and Lockbox  Account is subject to a Lockbox
Agreement  duly  executed and  delivered by the  Borrower,  the Servicer and the
applicable Lockbox Account Bank. Each Lockbox and Lockbox Account is held in the
name of "CNL Financial Services, LP, as servicer."

                  (y)......Each Pledged Receivable is an Eligible Receivable.

                  (z)......On the basis of a commercially  reasonable review and
assessment  undertaken by the Borrower of the Borrower's  computer  applications
and inquiry made of the Borrower's  material  suppliers,  vendors and customers,
the Borrower reasonably believes that the "Year 2000 problem" (that is, the risk
that  computer  applications  used by any Person may be unable to recognize  and
perform properly  date-sensitive  functions involving certain dates prior to and
any date after  December 31, 1999) will not result in a Material  Adverse Effect
on Borrower or Servicer.

         SECTION 4.2.......Representations and Warranties of the Servicer.

                  The  Servicer  represents  and  warrants  to the  Lender,  the
Collateral  Agent and the Deal Agent as follows as of the Closing Date and as of
each Funding Date:


                  (a)......The Servicer is a limited partnership duly organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization and is duly qualified to do business,  and is in good standing,  in
every  jurisdiction  in which the nature of its  business  requires  it to be so
qualified,  and where a failure to be so qualified would have a material adverse
effect upon the Servicer's ability to perform its obligations hereunder.


                  (b)......The  Servicer has the power and  authority to execute
and deliver this Agreement and the transactions contemplated hereby.


                  (c)......The  execution,   delivery  and  performance  by  the
Servicer  of each  Basic  Document  to which it is a party and the  transactions
contemplated hereby (i) have been duly authorized by all necessary action on the
part of the  Servicer;  (ii) do not  contravene  or cause the  Servicer to be in
default  under (A) its  agreement of limited  partnership,  (B) any  contractual
restriction  with  respect  to any  Debt of the  Servicer  or  contained  in any
indenture, loan or credit agreement,  lease, mortgage, security agreement, bond,
note  or  other  agreement  or  instrument  binding  on or  affecting  it or its
property,  or (C) any law,  rule,  regulation,  order,  writ,  judgment,  award,
injunction or decree  binding on or affecting it or its  property;  and (iii) do
not result in or require the creation of any Adverse  Claim upon or with respect
to any of its properties.


                  (d)......Each  Basic  Document to which it is a party has been
duly executed and delivered by the Servicer.


                  (e)......No  consent  of,  notice to,  filing with or permits,
qualifications or other action by any Governmental  Authority or any other party
is required for the due execution,  delivery and  performance by the Servicer of
any Basic  Document to which it is a party or any other  agreement,  document or
instrument to be delivered  hereunder  where a failure to so obtain or make such
consent,  notice,  filing,  permit,  qualification  or other action would have a
material  adverse effect upon the Servicer's  ability to perform its obligations
hereunder, other than any consents, notices, permits, qualifications, filings or
other actions which have been obtained or made.


                  (f)......Each  Basic  Document  to  which it is a party is the
legal,  valid and binding  obligation  of the Servicer  enforceable  against the
Servicer in  accordance  with its terms  subject to any  applicable  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect  relating  to  or  affecting  the  enforceability  of  creditors'  rights
generally and general equitable  principles,  whether applied in a proceeding at
law or in equity.


                  (g)......Except  as  disclosed  to the Deal Agent on Exhibit D
hereto,  there is no pending  or, to its  knowledge,  threatened  action,  suit,
investigation  or  proceeding  of a material  nature  against or  affecting  the
Servicer, its members or managers, or the property of the Servicer, in any court
or tribunal,  before any arbitrator of any kind or before or by any Governmental
Authority  asserting the invalidity of any Basic Document to which it is a party
or any document to be delivered by the Servicer hereunder or thereunder,  or any
order of any  material  nature  adverse to the  Servicer  or the  conduct of its
business or which is inconsistent  with the due consummation of the transactions
contemplated  by the Basic Documents and which has been issued by a Governmental
Authority  or, to the  knowledge of the  Servicer,  has been sought by any other
Person.


                  (h)......The  Servicer  has filed all tax returns  (including,
without  limitation,  foreign,  federal,  state,  local and  other tax  returns)
required to be filed by it and has paid or has made  adequate  provision for the
payment of all taxes, fees,  assessments and other governmental charges due from
the  Servicer  arising  under  such tax  returns,  no tax lien or other  similar
Adverse Claim has been filed,  and no claim has been filed, and to its knowledge
no claim is being  asserted,  with respect to any such tax,  fee,  assessment or
other  governmental  charge.  Any  taxes,  fees and other  governmental  charges
payable by the Servicer in connection with the transactions  contemplated by the
Basic  Documents and the execution and delivery of the Basic Documents have been
paid or shall have been paid at or prior to the Closing Date.


                  (i)......Each  of the  representations  and  warranties of the
Servicer  contained  in the Basic  Documents is true and correct in all material
respects and the Servicer  hereby  makes each such  representation  and warranty
contained in the Basic  Documents  to, and for the benefit of, the Lender,  each
Hedge Counterparty and the Deal Agent.


                  (j)......The  Servicer is in compliance with ERISA and has not
incurred  and does not  expect  to incur any  liabilities  (except  for  premium
payments  arising  in the  ordinary  course  of  business)  to the  PBGC (or any
successor thereof) under ERISA.


                  (k)......There  has been no  material  adverse  change  in the
condition (financial or otherwise),  business, operations, results of operations
or  properties  of  the  Servicer  since  the  date  of  the   consolidated  and
consolidating  balance  sheets of the  Servicer  required to be delivered to the
Deal Agent pursuant to Section 3.1(j).

                  (l)......[Reserved.]

                  (m)......On the basis of a commercially  reasonable review and
assessment  undertaken by the Servicer of the Servicer's  computer  applications
and inquiry made of the Servicer's  material  suppliers,  vendors and customers,
the Servicer reasonably believes that the "Year 2000 problem" (that is, the risk
that  computer  applications  used by any Person may be unable to recognize  and
perform properly  date-sensitive  functions involving certain dates prior to and
any date after  December 31, 1999) will not result in a material  adverse change
(i)  in  the  operations,  business,  properties,  or  condition  (financial  or
otherwise)  of the  Servicer  or (ii) in the  Servicer's  ability to service the
Collateral in accordance with this Agreement.

                                    ARTICLE V

                        GENERAL COVENANTS OF THE BORROWER
         SECTION 5.1.......Affirmative Covenants of the Borrower.

                  The  Borrower  shall,  unless the Deal Agent  shall  otherwise
consent in writing:


                  (a)......perform  each  of its  obligations  under  the  Basic
Documents and comply in all respects with all of its obligations under the Basic
Documents and comply with all applicable  laws,  rules,  regulations  and orders
with  respect  to the Basic  Documents,  its  business  and  properties  and all
Collateral  and related  Collections  with respect  thereto  including,  without
limitations, all Environmental Laws;


                  (b)......preserve   and   maintain  its   existence,   rights,
franchises and privileges in the  jurisdiction of its formation and maintain its
qualifications  to do business  as a foreign  limited  liability  company in any
other  state in  which it does  business  and in which it is  required  to be so
qualified and where the failure to be so qualified would have a Material Adverse
Effect on the assets or business  operations  of the  Borrower,  and conduct its
business in accordance with the terms of its partnership agreement;


                  (c)......instruct all Obligors to remit payments in respect of
the Collateral  directly to a Lockbox Account and deposit all Collections it may
receive in respect of Collateral  into the Lockbox  Account  within one Business
Day of receipt;

                  (d)......use  the proceeds of the Advances made  hereunder for
the funding of Pledged Receivables or for general corporate purposes;


                  (e)......provide  commercially reasonable cooperation with all
requests of the Deal Agent and the Collateral  Agent  regarding the  information
and any documents  necessary or desirable to allow each of the Lender,  the Deal
Agent and the Collateral Agent to carry out its responsibilities hereunder;


                  (f)......permit  the Lender,  each Hedge  Counterparty and the
Deal  Agent to make or cause to be made  inspections  and  audits of any  books,
records  and  papers  of the  Borrower  and the  Servicer  and to make  extracts
therefrom and copies thereof,  or to make  inspections  and  examinations of any
properties  and  facilities  of the Borrower  and the  Servicer,  on  reasonable
notice,  at all such  reasonable  times (but not more often than  quarterly)  as
required in order to assure that the Borrower is and will be in compliance  with
its obligations under the Basic Documents or to evaluate the Lender's investment
in the then outstanding Note;


                  (g)......pay  and discharge,  at least thirty (30) days before
nonpayment  would otherwise cause a permanent loss of title (or, with respect to
any  Real  Property  leased  by  the  Borrower  to a  lessee,  use  commercially
reasonable  efforts to cause such lessee to pay and discharge),  all obligations
and liabilities  that could give or have given rise to a lien on its properties,
including,  without limitation,  all Taxes, assessments and governmental charges
upon its income and properties;


                  (h)......mark its Records in a commercially  reasonable manner
to show the interests of the Collateral Agent in the Pledged Receivables;


                  (i)......promptly  notify  the Deal  Agent in  writing  of any
litigation, legal proceeding or material dispute, whether or not in the ordinary
course of business,  adversely and materially affecting the Borrower, whether or
not fully covered by insurance, and regardless of the subject matter thereof;


                  (j)......cause  all information  hereafter  furnished by or on
behalf of the Borrower to the Deal Agent or the Lender in  connection  with this
Agreement or any transaction  contemplated hereby to be true and complete in all
material  respects and not omit to state a material  fact  necessary to make the
statements contained therein not misleading;


                  (k)......cause the Borrower's  partnership agreement to remain
in full force and effect;


                  (l)......pay  and  discharge,  within  thirty (30) days before
nonpayment  would otherwise cause a permanent loss of title (or, with respect to
any  Real  Property  leased  by  the  Borrower  to a  lessee,  use  commercially
reasonable  efforts  to cause  such  lessee to pay and  discharge),  all  taxes,
assessments  and  governmental  charges  or levies  imposed  upon it or upon its
respective  income or profits or upon any properties  belonging to it (or in the
case of any such lessee, such lessee or such Real Property);


                  (m)......with  respect to any Real  Property  included  in the
Collateral,  maintain (or cause the applicable Obligor to maintain) at all times
insurance  covering such Real Property  customary for similar  businesses in the
area where such Real Property is located; and


                  (n)......with  respect to each Franchise  Lease which has been
in effect  for  thirty  (30) days or more at the time  such  Franchise  Lease is
included in the Pledged Receivables,  use its commercially reasonable efforts to
obtain an  estoppel  letter in the form  attached  hereto as  Exhibit H, or such
other form as the Obligor is obligated to provide, duly executed by the relevant
Obligor  within  30 days of the  date on  which  such  Franchise  Lease is first
included  in the  Collateral  and,  upon  receipt of any such  estoppel  letter,
deliver a copy of the same to the Collateral Agent.


                  (o)......Promptly  after  learning of the occurrence of any of
the  following  at,  or with  respect  to,  the Real  Property  included  in the
Collateral give the Deal Agent oral and written notice  thereof,  describing the
same and the steps being taken by the  Borrower  with respect  thereto:  (a) the
happening  of any  event  involving  the use,  spill,  release,  leak,  seepage,
discharge  or  cleanup  of any  Contaminant;  (b)  notice  that  the  Borrower's
operations  on the Real  Property are not in  compliance  with  requirements  of
applicable federal, state or local environmental, health and safety statutes and
regulations;  (c)  notice  that the  Borrower  is  subject  to  federal or state
investigation evaluating whether any remedial action is needed to respond to the
release of any  Contaminant  or other  substance from the Real Property into the
environment;  or (d) notice that the Real Property is subject to a lien in favor
of any  governmental  entity  for (i)  any  liability  under  federal  or  state
environmental laws or regulations or (ii) damages arising from or costs incurred
by such  governmental  entity in response to a release of a Contaminant or other
substance into the environment.


                  (p)......In  the event of the enactment  after the date hereof
of any law by the  State or any other  governmental  entity  deducting  from the
value of the Real  Property  for the  purpose of  taxation  any lien or security
interest thereon, or changing in any way the laws for the taxation of mortgages,
deeds of  trust or other  liens or  debts  secured  thereby,  or the  manner  of
collection  of such taxes,  so as to affect the Mortgage,  the Borrower  Secured
Obligations,  or the Lender,  then, and in any such event, the Borrower shall on
demand,  pay to the  Lender,  or  reimburse  Lender for  payment  of, all taxes,
assessments,  charges or liens for which  Lender is or may be liable as a result
thereof, provided that if any such payment or reimbursement shall be unlawful or
would  constitute  usury or render the Borrower  Secured  Obligations  wholly or
partially usurious under applicable law, then Lender may, at its option, declare
the  Borrower  Secured  Obligations  immediately  due and payable or require the
Borrower  to  pay or  reimburse  the  Lender  for  payment  of  the  lawful  and
non-usurious portion thereof.

         SECTION 5.2.......Negative Covenants of the Borrower.
                  The  Borrower  shall not,  without the written  consent of the
Deal Agent:


                  (a)......except  in  accordance  with  Section 8.6 or 8.7, (i)
sell,  assign (by  operation of law or  otherwise)  or otherwise  dispose of any
Collateral,  or create or suffer to exist or consent to,  cause or permit in the
future  (upon  the  happening  of a  contingency  or  otherwise)  the  creation,
incurrence or existence of, any Adverse Claim or Restriction on  Transferability
(and any such  purported  disposition  shall  be null  and  void),  upon or with
respect to any Collateral,  or upon or with respect to the Lockbox Account,  the
Lockboxes,  the Collection Account or any other account to which any Collections
of any  Collateral are deposited  other than Permitted  Liens or (ii) assign any
right to receive income in respect thereof;


                  (b)......extend, amend, forgive, discharge, compromise, waive,
cancel  or  otherwise  make a  material  modification  to the terms of any Basic
Document,  the Credit and Collection Policies or any Pledged  Receivable,  other
than:

                  (i) any adjustment, settlement or compromise of the account or
         payment  of a  Pledged  Receivable  pursuant  to  Section  7.3  and any
         deferments in the ordinary course of business which are consistent with
         the Credit and Collection Policies; and
                  (ii) any  amendment  made in  accordance  with the  Credit and
         Collection  Policies which does not extend the scheduled  maturity date
         of,  modify the interest rate or rent payable under (except as required
         by law),  or  constitute  a  cancellation  or  discharge  of any amount
         payable  under  a  Pledged  Receivable  and  does  not  materially  and
         adversely   affect  the  security   afforded  by  the  real   property,
         furnishings,  fixtures or equipment  securing or supporting  payment of
         such  Pledged   Receivable  and  which  does  not  cause  such  Pledged
         Receivable to cease to be an Eligible Receivable;

                  (c)......except   as  otherwise  provided  herein  or  in  the
Franchise Receivable Assignments,  merge with or into, consolidate with or into,
convey,  transfer, lease or otherwise dispose of all or substantially all of its
assets  (whether  now  owned  or  hereafter  acquired)  to,  or  acquire  all or
substantially all of the assets or capital stock or other ownership interest of,
any  Person  (whether  in  one  transaction  or in a  series  of  transactions);
provided,  however,  that the Borrower may merge or consolidate with, or acquire
all or  substantially  all of the  assets or  capital  stock or other  ownership
interest  of,  any  Person if (i)  immediately  prior to such  transaction,  and
immediately  thereafter and after giving effect thereto, no Termination Event or
event or circumstance  which,  with the giving of notice or the passage of time,
or both,  would  constitute  a  Termination  Event  shall have  occurred  and be
continuing,  (ii) such transaction  would not have a Material Adverse Effect and
(iii) in the case of a merger or consolidation, the Borrower is the survivor;


                  (d)......prepare  any financial statements which shall account
for or treat  the  transfer  by a  Transferring  Affiliate  to  Borrower  of any
Franchise  Receivables  in any manner other than as a  contribution  or absolute
assignment of the Pledged  Receivables  to the Borrower  from such  Transferring
Affiliate;


                  (e)......at any time (i) advance credit to any Person, or (ii)
declare any  dividends,  or return any capital if, after  giving  effect to such
action, there would be a Borrowing Excess;


                  (f)......maintain  partners' capital (i.e., partnership assets
less partnership liabilities) in an amount less than $250,000,000; or


                  (g)......act  in a manner that would cause it to be taxed as a
corporation, association taxable as a corporation or taxable mortgage pool (with
respect to any Collateral), all as defined under the IRC.

         SECTION 5.3.......Borrower Hedging Instruments.

                  The  Borrower  shall have at all times from and after the date
of the initial Advance in effect one or more Hedging  Instruments  acceptable to
the Deal Agent with a qualified Hedge Counterparty, provided that:


                  (a)......the form and substance of any such Hedging Instrument
shall be acceptable to the Deal Agent;


                  (b)......all   amounts  payable  by  the  Hedge   Counterparty
thereunder  shall be  required to be paid by such  counterparty  directly to the
Collection Account; and


                  (c)......such hedging agreement or agreements or other Hedging
Instrument shall provide that the Hedge  Counterparty  acknowledges (i) that the
Borrower's rights  thereunder have been irrevocably  assigned to, and a security
interest  therein has been granted to, the  Collateral  Agent for the benefit of
the Lender and the Hedge  Counterparties  on a pari  passu  basis,  and (ii) the
terms and conditions set forth in this Agreement.
                                   ARTICLE VI

                       COLLECTIONS AND DISBURSEMENTS; FEES
         SECTION 6.1.......Establishment of Accounts.
                  (a)......Lockbox Account.
                  (i)  The  Servicer  has   established  and  shall  maintain  a
         segregated  account with a Lockbox  Account Bank titled "CNL  Financial
         Services, LP, as Servicer".
                  (ii)  The   Borrower,   the  Servicer  and  the   Transferring
         Affiliates,  as the  case  may  be,  shall  instruct  (or  cause  to be
         instructed)   all   Obligors  to  make  all  payments  on  the  Pledged
         Receivables to the Lockbox  Account or Lockbox,  as the case may be, by
         wire  transfer,  ACH transfer,  check or other means  acceptable to the
         Lender,  and all  Collections  on  Pledged  Receivables  will,  pending
         remittance to the  Collection  Account,  be held for the benefit of the
         Collateral  Agent and immediately  after such proceeds have cleared and
         become available in accordance with the policies of the Lockbox Account
         Bank, shall be transferred to the Collection Account.
                  (iii) The Borrower  and  Servicer  will deposit or cause to be
         deposited in the Lockbox Account all cash, checks,  money orders,  wire
         transfers,  Collections or other Proceeds  received by the Borrower and
         the Servicer  (and not the lockbox  Account Bank) in respect of Pledged
         Receivables  immediately  upon the receipt thereof in the original form
         received (if other than cash).  Until so  deposited,  all such proceeds
         shall be held in trust  for the  Collateral  Agent by the  Borrower  or
         Servicer, as the case may be.
                  (iv) In the event that any Lockbox  Agreement  terminates  for
         any  reason  or any  Lockbox  Account  Bank  fails to  comply  with its
         obligations  under  the  Lockbox  Agreement  for any  reason,  then the
         Borrower shall promptly notify all Obligors to make all future payments
         to  another  existing  Lockbox  Account  or  to a new  Lockbox  Account
         established  in accordance  with the following  sentence.  The Borrower
         shall not establish any new Lockbox  Account unless (1) it has received
         the prior written  consent of the Deal Agent and the Collateral  Agent,
         (2) such new Lockbox Account is established with a Lockbox Account Bank
         satisfactory  to the Deal Agent and the Collateral  Agent,  and (3) the
         Deal Agent has received a Lockbox  Agreement  covering such new account
         duly executed and delivered by the Lockbox  Account Bank,  the Servicer
         and the  Borrower.  The  Borrower  shall not close any Lockbox  Account
         without the prior  consent of the Deal Agent unless all  Obligors  have
         previously  been  instructed to remit  payments to a different  Lockbox
         Account and the Lockbox  Account  Bank has agreed in writing to forward
         any payments received to the new Lockbox Account.
                  (b)......Collection Account.
                  (i) The Deal Agent,  as agent for the  Collateral  Agent,  has
         established  and shall maintain a segregated  deposit  account with the
         Depositary titled "Neptune Funding Corporation--Collection Account (CNL
         APF Partners, LP)." The Borrower agrees that the Collateral Agent shall
         have exclusive  dominion and control of the Collection  Account and all
         monies,  instruments  and  other  property  from  time  to  time in the
         Collection Account;  provided,  that such dominion and control shall be
         subject to the Servicer's right to make withdrawals from the Collection
         Account for the purpose of applying  such amounts to required  payments
         under this Article VI, which right may be terminated by the  Collateral
         Agent at any time in its sole discretion, and until such right has been
         so terminated,  all withdrawals required to be made from the Collection
         Account shall be made by the Servicer;  further provided, that Borrower
         may  direct  the  Collateral  Agent in the  investment  of funds in the
         Collection Account into Eligible Investments.
                  (ii) In the  event  that the  Depositary  wishes  to resign as
         depositary of the  Collection  Account for any reason or fails to carry
         out the  instructions of the Deal Agent or the Collateral Agent for any
         reason,  then the Deal Agent shall  promptly  notify the Lender and the
         Borrower.  The Deal Agent shall not close the Collection Account unless
         it shall have (A) provided  such notice to the Lender and the Borrower,
         (B) received the prior written  consent of the  Collateral  Agent,  (C)
         established a new account with the  Depositary or with a new depositary
         institution  satisfactory  to the Deal Agent and the Collateral  Agent,
         (D) entered into an agreement  covering  such new account with such new
         depositary institution  satisfactory in all respects to the Deal Agent,
         the Collateral Agent and the Borrower (whereupon such new account shall
         become the Collection Account for all purposes of the Basic Documents),
         and (E) taken all such action as the Collateral  Agent shall require to
         grant  and  perfect  a first  priority  security  interest  in such new
         Collection  Account  to the  Collateral  Agent  under  this  Agreement.
         SECTION 6.2.......Funding of Collection Account.
             No later than 11:30 a.m. (New York City time) on each Business Day:

                  (i) the Servicer shall  instruct each Lockbox  Account Bank to
         transfer all Collections deposited in any Lockbox Account prior to such
         Business Day to the  Collection  Account  immediately  after such funds
         have cleared and become  available in  accordance  with the policies of
         the Lockbox Account Bank;
                  (ii) the Servicer  shall  within two Business  Days of receipt
         transfer to a Lockbox Account or the Collection Account all Collections
         received by it or on its behalf with respect to the Collateral;
                  (iii) if the Deal  Agent  has  notified  the  Borrower  of any
         Borrowing Excess, the Borrower shall deposit cash in the amount of such
         Borrowing  Excess in the  Collection  Account  in  accordance  with the
         provisions of Section 6.3;
                  (iv) to the  extent  required  pursuant  to Section  8.6,  the
         Borrower  shall  deposit,  or  shall  cause  to  be  deposited  to  the
         Collection  Account,  all  proceeds in  connection  with any release of
         Collateral. SECTION 6.3.......Borrowing Excess.

                  If on any  Business  Day  the  Deal  Agent  shall  notify  the
Borrower of any Borrowing  Excess or the Borrower shall notify the Deal Agent of
the same, the Borrower shall deposit the amount of such Borrowing  Excess in the
Collection  Account by 11:30 a.m.  not later than the third (3rd)  Business  Day
following the date of such notice.

         SECTION 6.4.......Disbursements From the Collection Account -- Payment
                           Date Procedures.

                  (a)......No  later than 11:00 a.m. on each Payment Date during
the  Revolving  Period,  the amounts  held in the  Collection  Account  shall be
disbursed in the following priority:

                  (i)  if a  Servicer  Event  of  Default  has  occurred  and  a
         Successor Servicer has been appointed,  to the Successor Servicer in an
         amount  equal to its accrued and unpaid  Successor  Servicing  Fees and
         Expenses to the end of the  preceding  Collection  Period and any other
         amounts  owed  to  the  Successor  Servicer   (including  unpaid  costs
         associated with the transfer of servicing to such Successor Servicer);
                  (ii) to each Hedge  Counterparty  all amounts  (including  any
         termination  amounts)  owing  to  such  Hedge  Counterparty  under  its
         respective Hedging Instruments;
                  (iii) to the  Servicer,  unless a  Servicer  Event of  Default
         shall  have  occurred  and be  continuing,  in an  amount  equal to its
         accrued and unpaid Servicing Fee to the end of the preceding Collection
         Period, to the extent not paid under (i) above;
                  (iv) to the Deal Agent for  distribution to the Lender (or, if
         applicable,   any  Indemnified  Party)  in  payment  of  the  following
         obligations in the following amounts and in the following priority:
                           (A) an amount  equal to the  accrued  and unpaid Note
                  Interest  through the end of the Yield  Period  ending on such
                  Payment  Date,  plus  the  amount,  if any,  of  accrued  Note
                  Interest for any prior Yield Period that remains unpaid;

                           (B) all  Additional  Amounts  incurred and payable to
                  any Affected  Party through the end of the Yield Period ending
                  on such Payment Date;

                           (C) all other Borrower  Secured  Obligations  accrued
                  and payable under this  Agreement or any other Basic  Document
                  other than  principal of the Advances  (including  Indemnified
                  Amounts incurred and payable to any Indemnified Party) through
                  the Yield Period ending on such Payment Date;

                           (D) if there is a Borrowing  Excess,  an amount equal
                  to such  Borrowing  Excess,  in repayment  of the  outstanding
                  principal amount of the Advances; and

                           (E) if the  Revolving  Period has expired,  an amount
                  equal to the aggregate  outstanding  principal  balance of the
                  Advances,  to  the  repayment  of  such  Advances  until  such
                  outstanding principal balance has been reduced to zero;

                  (v) to the Servicer,  during the  continuance  of any Servicer
         Event of Default but prior to the appointment of a Successor  Servicer,
         in an amount equal to its accrued and unpaid  Servicing  Fee to the end
         of the preceding Collection Period; and
                  (vi) to the extent of any excess Collections  remaining in the
         Collection  Account  after the  payment of items (i) through (v) above,
         that  excess,  at the  election of the  Borrower,  to be released to an
         account previously designated by the Borrower.

                  (b)......Two  Business  Days prior to each Payment  Date,  the
Deal Agent shall  determine  and notify the Borrower of any  Collection  Account
Deficiency for the preceding  Collection  Period, and the Borrower shall deposit
cash in the  amount of such  Collection  Account  Deficiency  to the  Collection
Account.

         SECTION 6.5.......Notification by Servicer.

                  The  Servicer  shall notify the Borrower and the Deal Agent of
the determinations and disbursements made pursuant to Sections 6.4 and 6.7.

         SECTION 6.6.......Investment of Collections.

                  During  the  Revolving   Period,   to  the  extent  there  are
uninvested amounts deposited in the Collection Account, the Deal Agent shall, at
the direction of the Borrower,  invest all such amounts in Eligible  Investments
selected by the  Borrower  that mature no later than the Business Day before the
immediately  succeeding  Payment  Date.  If the Borrower  does not so direct the
investment of such amounts,  the Deal Agent may, in its  discretion,  cause such
amounts to be invested in Eligible  Investments  selected by the Deal Agent that
mature no later than the Business Day before the immediately  succeeding Payment
Date. Any earnings  thereon shall be deposited  into the  Collection  Account on
such  Payment  Date.  Any  investment  of such  amounts  shall be  solely at the
discretion of the Deal Agent subject to the restrictions  described above. In no
event shall the Deal Agent have any  liability  to the  Borrower for any loss in
respect of any  investment or  reinvestment  made by it pursuant to this Section
6.6.

         SECTION 6.7.......Termination Procedure.

                  (a)......On  the earlier of (i) the first  Business  Day after
the Commitment  Termination  Date on which the aggregate  outstanding  principal
balance of the Advances has been reduced to zero or (ii) the  Termination  Date,
the Borrower shall  immediately  deposit into the  Collection  Account an amount
sufficient,  when combined with the  Collections  already on deposit therein and
available for such purpose in accordance with the priority of payments set forth
in Section 6.4, to pay the Aggregate Unpaids in full.


                  (b)......On  the  first  Business  Day  after  the  Commitment
Termination  Date on which the Aggregate  Unpaids have been reduced to zero, all
amounts  held in the  Collection  Account,  if any,  shall be  disbursed  to the
Borrower and all security  interests of the Lender and the  Collateral  Agent in
all of the Collateral  owned by the Borrower shall be released by the Lender and
the Collateral Agent.  Such  disbursement  shall constitute the final payment to
which the Borrower is entitled pursuant to the terms of this Agreement.

                                   ARTICLE VII

                           APPOINTMENT OF THE SERVICER
         SECTION 7.1.......Appointment of the Servicer.

                  The  Borrower  hereby  appoints  the  Servicer as its agent to
service the Pledged  Receivables and enforce its respective rights and interests
in and under each Pledged  Receivable  and to serve in such  capacity  until the
termination of its responsibilities  pursuant to Sections 7.7, 9.2 or subsection
3(A) of  Exhibit  I. The  Servicer  hereby  agrees to  perform  the  duties  and
obligations  with respect  thereto set forth herein.  The Servicer may, with the
prior  consent  of  the  Borrower  and  the  Deal  Agent,   subcontract  with  a
Sub-Servicer  for  collection,   servicing  or  administration  of  the  Pledged
Receivables,  provided  that  (a)  the  Servicer  shall  remain  liable  for the
performance of the duties and  obligations of the  Sub-Servicer  pursuant to the
terms hereof,  and (b) any Sub-Servicing  Agreement that may be entered into and
any other transactions or services relating to the Pledged Receivables involving
a Sub-Servicer  shall be deemed to be between the  Sub-Servicer and the Servicer
alone and the  Borrower,  the Lender,  the Deal Agent and the  Collateral  Agent
shall not be deemed  parties  thereto and shall have no  obligations,  duties or
liabilities with respect to the Sub-Servicer.

         SECTION 7.2.......Duties and Responsibilities of the Servicer.

                  (a)......The    Servicer    shall   conduct   the   servicing,
administration  and  collection  of the Pledged  Receivables  and shall take, or
cause to be taken, all such actions as may be necessary or advisable to service,
administer and collect  Pledged  Receivables  from time to time on behalf of the
Borrower and for the benefit of the Secured Parties.

                  (b)......The duties of the Servicer shall include, without
         limitation:
                  (i)      preparing  and  submitting  of claims to, and
         post-billing  liaison  with,  Obligors on Pledged Receivables;
                  (ii) maintaining all necessary  Servicing Records with respect
         to the Pledged Receivables and providing such reports to the Deal Agent
         in respect  of the  servicing  of the  Pledged  Receivables  (including
         information relating to its performance under this Agreement) as may be
         required hereunder or as the Deal Agent may reasonably request;
                  (iii)   maintaining  and   implementing   administrative   and
         operating  procedures  (including,  without  limitation,  an ability to
         recreate  Servicing Records  evidencing the Pledged  Receivables in the
         event of the  destruction  of the  originals  thereof)  and keeping and
         maintaining  all  documents,   books,  records  and  other  information
         reasonably  necessary or advisable  for the  collection  of the Pledged
         Receivables (including,  without limitation, records adequate to permit
         the  identification of each new Pledged  Receivable and all Collections
         of and adjustments to each existing Pledged Receivable);
                  (iv) promptly  delivering to the Deal Agent or the  Collateral
         Agent,  from time to time, such information and Servicing  Records with
         respect to the Pledged Receivables  (including  information relating to
         its  performance  under  this  Agreement)  as  the  Deal  Agent  or the
         Collateral Agent may from time to time reasonably request;
                  (v)   identifying   each   Pledged   Receivable   clearly  and
         unambiguously  in its  Servicing  Records to reflect  that such Pledged
         Receivable  is owned by the  Borrower  and  pledged  to the  Collateral
         Agent;
                  (vi)  complying in all material  respects  with the Credit and
         Collection Policies in regard to each Pledged Receivable;
                  (vii)  complying in all material  respects with all applicable
         laws,  rules,  regulations  and orders with respect to it, its business
         and properties and all Pledged Receivables and Collections with respect
         thereto;
                  (viii)  preserving  and  maintaining  its  existence,  rights,
         franchises and privileges as a limited  partnership in the jurisdiction
         of its  organization,  and qualifying  and remaining  qualified in good
         standing  as a  foreign  limited  partnership  and  qualifying  to  and
         remaining  authorized  to perform  obligations  as Servicer  (including
         enforcement  of  collection  of  Pledged  Receivables  on behalf of the
         Lender,  each  Hedge  Counterparty  and the  Collateral  Agent) in each
         jurisdiction where the failure to preserve and maintain such existence,
         rights,  franchises,  privileges  and  qualification  would  materially
         adversely  affect (A) the rights or interests of the Borrower,  Lender,
         each  Hedge  Counterparty  and  the  Collateral  Agent  in the  Pledged
         Receivables,  (B) the collectibility of any Pledged Receivable,  or (C)
         the ability of the Servicer to perform its obligations hereunder;
                  (ix)  promptly  after it  obtains  actual  knowledge  thereof,
         immediately notifying the Deal Agent of the occurrence of a Termination
         Event (including,  without limitation, a material adverse change in the
         financial condition of any Affiliate of the Borrower);
                  (x) notifying the Deal Agent  promptly after it obtains actual
         knowledge thereof, of any material action, suit,  proceeding,  dispute,
         offset,  deduction,  defense  or  counterclaim  that  is or  may be (1)
         asserted by an Obligor with respect to any Pledged  Receivable,  or (2)
         reasonably  expected to have a Material  Adverse Effect on the Borrower
         or Servicer;
                  (xi)  arranging for the direct  remittance of all  Collections
         with  respect to each  Pledged  Receivable  to the  Lockbox  Account or
         Lockbox, as the case may be; and
                  (xii)  notifying the Deal Agent of any proposed  change in the
Credit and Collection Policies.

                  (c)......The  Lender,  the Deal Agent and the Collateral Agent
shall  not  have  any  obligation  or  liability  with  respect  to any  Pledged
Receivables,  nor  shall  any  of  them  be  obligated  to  perform  any  of the
obligations of the Servicer hereunder.

         SECTION 7.3.......Authorization of the Servicer.

                  (a)......Each  of the Borrower and the Deal Agent on behalf of
the  Lender  and  each  Hedge  Counterparty  and  the  Collateral  Agent  hereby
authorizes the Servicer  (including  any successor  thereto) to take any and all
reasonable  steps in its name and on its behalf  necessary or desirable  and not
inconsistent with the pledge of the Pledged Receivables to the Collateral Agent,
but  subject  to  Servicer's  right to  follow  customary  market  practices  in
accordance   with  its   reasonable   business   judgment,   in  the  reasonable
determination  of the  Servicer,  to collect  all  amounts due under any and all
Pledged Receivables, including, without limitation, endorsing any of their names
on  checks  and  other  instruments  representing  Collections,   executing  and
delivering  any and all  instruments  of  satisfaction  or  cancellation,  or of
partial or full release or discharge, and all other comparable instruments, with
respect to the Pledged  Receivables  and,  after the  delinquency of any Pledged
Receivable and to the extent  permitted  under and in compliance with applicable
law  and  regulations  and the  Credit  and  Collection  Policies,  to  commence
proceedings with respect to enforcing payment of such Pledged  Receivables,  and
adjusting,  settling or compromising the account or payment thereof, to the same
extent  as the  Borrower  could  have  done.  The  Borrower,  each  Transferring
Affiliate and the Deal Agent on behalf of the Lender,  Collateral Agent and each
Hedge Counterparty shall furnish the Servicer (and any successors  thereto) with
any powers of attorney and other  documents  necessary or  appropriate to enable
the Servicer to carry out its servicing and administrative duties hereunder, and
shall  cooperate  with the Servicer to the fullest extent in order to ensure the
collectibility  of the Pledged  Receivables.  In no event shall the  Servicer be
entitled  to  make  the  Lender,  the  Borrower,  any  Hedge  Counterparty,  the
Collateral  Agent  or the  Deal  Agent a party to any  litigation  without  such
party's  express prior written  consent  (other than as required for purposes of
any routine foreclosure or similar collection procedure).


                  (b)......After  a  Termination   Event  has  occurred  and  is
continuing,  at the  Collateral  Agent's  direction the Servicer shall take such
action as the  Collateral  Agent may deem  necessary  or  advisable  to  enforce
collection  of the Pledged  Receivables  and the Borrower  Assigned  Agreements;
provided, however, that the Collateral Agent may, at any time that a Termination
Event has  occurred  and is  continuing,  notify any Obligor with respect to any
Pledged  Receivables or obligors under the Borrower  Assigned  Agreements of the
assignment of such Pledged Receivables and Borrower Assigned Agreements,  as the
case may be, to the  Borrower  and the pledge of such  Pledged  Receivables  and
Borrower Assigned Agreements to the Collateral Agent and direct that payments of
all amounts due or to become due to the Borrower  thereunder be made directly to
the  Collateral  Agent or any  servicer,  collection  agent or  lockbox or other
account  designated by the Collateral  Agent and, upon such  notification and at
the expense of the Borrower,  the Collateral Agent may enforce collection of any
such Pledged Receivables or the Borrower Assigned Agreements and adjust,  settle
or compromise the amount or payment thereof.

         SECTION 7.4.......Servicing Fees.

                  As   compensation   for  its  servicing   activities   and  as
reimbursement  for its expenses in connection  therewith,  the Servicer shall be
entitled to receive the Servicing  Fees pursuant to, and subject to the priority
of  payments  set forth in,  Section  6.4,  payable  monthly  in arrears on each
Payment Date with respect to the preceding Collection Period. Except as provided
in the following two  sentences,  the Servicer  shall be required to pay for all
expenses  incurred by the Servicer in connection  with its activities  hereunder
(including any payments to  accountants,  counsel or any other Person) and shall
not be entitled to any  payment  therefor  other than the  Servicing  Fees.  The
Servicer  shall be  reimbursed  for  extraordinary  expenses  incurred  by it in
connection  with its  reasonable  efforts  to  realize  upon  defaulted  Pledged
Receivables  to the extent  such  expenses  are  recoverable  out of the related
Collateral or Proceeds or from the Obligor.  The Servicer  shall not be required
to expend its own funds in connection with any such realization  unless,  in the
reasonable judgment of the Servicer, such realization will allow the Servicer to
recover  its own funds out of the  related  Collateral  or  Proceeds or from the
Obligor.

         SECTION 7.5.......Negative Covenants of the Servicer.

                  The Servicer shall not,  without the prior written  consent of
the Deal Agent:


                  (a)......sell,  assign (by  operation of law or  otherwise) or
otherwise  dispose  of, or create or suffer to exist any  Adverse  Claim upon or
with respect to (and any such purported  disposition shall be null and void) any
Collateral,  or upon or with  respect  to the  Collection  Account  or any other
account to which any Collections of any Collateral are deposited,  or assign any
right to receive income in respect thereof;


                  (b)......extend,  amend,  waive, or otherwise modify the terms
of any Pledged Receivable, other than:

                  (i) adjusting, settling or compromising the account or payment
         of such Pledged  Receivable  pursuant to Section  7.3(a) and except for
         deferments in the ordinary course of business which are consistent with
         the Credit and Collection Policies;
                  (ii) except in  accordance  with  amendments  permitted  under
         Section 5.2(b), amending such Pledged Receivable in accordance with the
         Credit  and  Collection  Policy in a manner  which  does not extend the
         scheduled  maturity  date of,  modify the interest rate or rent payable
         under  (except as required by law),  or  constitute a  cancellation  or
         discharge of the  outstanding  Franchise  Loan Balance of, such Pledged
         Receivable and does not  materially  and adversely  affect the security
         afforded  by the real  property,  furnishings,  fixtures  or  equipment
         securing or supporting  payments on such Pledged  Receivable  and which
         would not cause  such  Pledged  Receivable  to cease to be an  Eligible
         Receivable;
                  (c)......make any material change in the character of its
business;

                  (d)......without  30 days'  prior  written  notice to the Deal
Agent, make any change to its corporate name or use any trade names,  fictitious
names, assumed names or "doing business as" names; or


                  (e)......without  the prior  written  consent of the Lender or
the Deal Agent,  agree or consent to or  otherwise  permit to occur any material
amendment,  modification,  change,  supplement,  or rescission of the Credit and
Collection Policies in whole or in part in any manner, except in accordance with
amendments permitted under Section 5.2(b).

         SECTION 7.6.......Reporting.

                  During the term of this Agreement,  the Servicer shall keep or
cause to be kept in  reasonable  detail  books and records of the account of the
Servicer's assets and business, including, but not limited to, books and records
relating to the transactions contemplated in the Basic Documents) which shall be
furnished to the Deal Agent upon request at  reasonable  times and at reasonable
intervals (but not more often than quarterly) so as not to create a commercially
unreasonable burden on the operation of Borrower. The Borrower (or the Servicer,
on behalf of the Borrower) shall furnish to the Deal Agent:


                  (a)......monthly,  as soon as available, and in any event, not
later than the  Report  Date,  a Monthly  Report in the form of Exhibit F, which
Monthly  Report  shall be  certified  by an  officer of the  Borrower  and shall
contain a  representation  or warranty by the Borrower that no Borrowing  Excess
exists hereunder;


                  (b)......as soon as available and in any event within 120 days
(or the next  succeeding  Business  Day if the last day of such  period is not a
Business  Day)  after the end of each  fiscal  year,  (i) a copy of the  audited
financial statements (if applicable,  on a consolidated basis) for such year for
the  Parent  and any  consolidated  Subsidiaries  of the  Parent,  certified  by
independent  public  accountants  acceptable  to the Deal  Agent and each  other
report or statement  sent to  shareholders  by the Parent and (ii) a copy of the
financial statements (if applicable,  on a consolidated basis) for such year for
each of the Servicer and the Borrower and any consolidated  Subsidiaries of such
Person,  certified by the chief financial officer or chief accounting officer of
such Person and stating the  information  set forth therein fairly  presents the
financial  condition of such Person and any  consolidated  Subsidiaries  of such
Person in  accordance  with GAAP as of and for the  fiscal  year then  ended and
confirming, in the case of the Borrower, that the Borrower is in compliance with
all of its  financial  covenants  in this  Agreement,  and each other  report or
statement sent to partners by the Borrower or the Servicer;


                  (c)......as  soon as available and in any event within 45 days
(or  next  succeeding  Business  Day if the  last  day of such  period  is not a
Business  Day) after the end of each of the first three  quarters of each fiscal
year of each of the Borrower,  the Servicer and the Parent,  a balance sheet (if
applicable,  on a  consolidated  basis)  of such  Person  and  any  consolidated
Subsidiaries  of such Person,  as of the end of such quarter and  including  the
prior  comparable  period,  and  statements  of  income  (if  applicable,  on  a
consolidated  basis),  of such Person and any consolidated  Subsidiaries of such
Person,  for  such  quarter  and for  the  period  commencing  at the end of the
previous  fiscal year and ending with the end of such quarter,  certified by the
chief financial officer or chief accounting  officer of such Person  identifying
such  documents  as being the  documents  described  in this  paragraph  (c) and
stating  the  information  set  forth  therein  fairly  presents  the  financial
condition  of such Person and any  consolidated  Subsidiaries  of such Person in
accordance  with GAAP as of and for the periods then ended,  subject to year-end
adjustments  consisting only of normal,  recurring  accruals and confirming that
the partners' capital (i.e.,  partnership  assets less partnership  liabilities)
for the Borrower is not less than $250,000,000;


                  (d)......as soon as available and in any event by September 30
of each  year (or the next  succeeding  Business  Day if  September  30 is not a
Business Day), an Officer's Certificate stating, as to each signer thereof, that
(i) a review of the  activities  of the  Servicer  during  the year ended on the
preceding  June 30 and of its  performance  under this  Agreement  has been made
under such officer's supervision,  (ii) to the best of such officer's knowledge,
based on such review,  the Servicer has fulfilled all its obligations under this
Agreement  throughout  such  year,  or,  if  there  has  been a  default  in the
fulfillment of any such  obligation,  specifying each such default known to such
officer and the nature and status thereof;  (iii) the Servicer has complied with
the  covenants  set  forth in  Section  7.5;  and (iv) the  representations  and
warranties of the Servicer in Section 4.3 are true and correct as if made on the
date of such Officer's Certificate;


                  (e)......as  soon as possible and in any event within five (5)
Business Days after the occurrence of a Termination  Event, the statement of the
chief  financial  officer or chief  accounting  officer of the Borrower  setting
forth  complete  details  of such  Termination  Event and the  action  which the
Borrower has taken, is taking and proposes to take with respect thereto;


                  (f)......as  soon as available and in any event within 90 days
after  June  30 of  each  year,  a  letter  from a firm  of  independent  public
accountants  acceptable  to the Deal  Agent  (which  may be the same  firm  that
certifies the audited financial statements referred to in Section 7.6(b)) to the
effect  that such firm has  examined  the  Monthly  Reports  and such  Servicing
Records  relating to the Pledged  Receivables as such firm deems  necessary as a
basis for the  report  contemplated  by this  Section  7.6(f) and has issued its
report  therefor  and that  such  examination  (1) was made in  accordance  with
generally accepted auditing  standards,  and accordingly  included such tests of
the accounting  records and such other audit  procedures as such firm considered
necessary in the  circumstances;  (2) included an examination of the delinquency
and loss statistics relating to the Servicer's portfolio of Pledged Receivables;
and (3) except as described in the report,  disclosed no exceptions or errors in
the records  relating to Pledged  Receivables  serviced for others that,  in the
firm's  opinion,  requires such firm to report.  The  accountant's  report shall
further  state that (1) the Servicer has  completed  with the minimum  servicing
standards  in the  Uniform  Single  Attestation  Program  for  Mortgage  Bankers
("USAP") published by the Mortgage Bankers Association of America; (2) except as
disclosed  in the report,  no  exceptions  or errors  were found;  (3) except as
disclosed in the report,  the delinquency and loss  information  relating to the
Pledged  Receivables  contained in the Monthly Reports was found to be accurate;
(4) except for (i) such  exceptions as such firm shall believe to be immaterial,
and (ii) such other  exceptions  as shall be set forth in such  statement,  such
firm  has  examined  the  financial  statements  for the  preceding  year of the
Servicer and, on the basis of such examination, the Servicer has complied during
such year with such  covenants;  (5) except for (i) such exceptions as such firm
shall believe to be immaterial,  and (ii) such other  exceptions as shall be set
forth in such statement,  such firm has examined the Monthly  Reports  delivered
during the previous  calendar year  (including the  calculation of the Aggregate
Pledged  Receivable  Value set forth  therein) and such Records  relating to the
Pledged  Receivables as such firm deems necessary as a basis for its report; and
(6) the Lender, the Deal Agent and the Collateral Agent may rely on such report;
not later than each Report Date, such detailed portfolio information as the Deal
Agent shall reasonably  request in order for it to track and monitor the Pledged
Receivables, Collections and insurance;


                  (g)......promptly,  copies  of all  public  filings  with  any
Governmental Authority after the sending or filing thereof, the annual report of
the Servicer after the sending or filing  thereof,  and from time to time,  such
other  information,   documents,  records  or  reports  respecting  the  Pledged
Receivables  or the  condition or  operations,  financial or  otherwise,  of the
Borrower, any Transferring Affiliate or any of their respective Subsidiaries, as
the Deal  Agent or the  Collateral  Agent  may,  from  time to time,  reasonably
request,  no such request to impose a  commercially  unreasonable  burden on the
operations of Servicer.

         SECTION 7.7.......Limited Partnership Existence.

                  The  Servicer  shall  maintain  its  existence  as  a  limited
partnership  and shall at all times continue to be duly organized under the laws
of the State of Delaware and duly  qualified and duly  authorized to conduct its
business,  and shall  conduct its business in  accordance  with the terms of its
limited partnership agreement.

         SECTION 7.8.......No Recourse.

                  The Servicer agrees that its recourse for the repayment of any
obligations  of the Borrower  owing  hereunder or in respect hereof shall in all
events be limited to monies on deposit in the Collection Account or otherwise as
collected  under the  Pledged  Receivables  and any  proceeds  thereof  and such
obligations  shall only be payable by the  Borrower to the extent that funds are
available therefor in accordance with this Agreement.

         SECTION   7.9.......Cooperation   With  Requests  for   Information  or
Documents.

                  The  Servicer   will  provide  all   commercially   reasonable
cooperation with all reasonable requests of the Borrower, the Deal Agent and the
Collateral  Agent  regarding  the  provision  of any  information  or  documents
necessary  or desirable  to allow each of the  Borrower,  the Deal Agent and the
Collateral  Agent to carry out its  responsibilities  under the Basic Documents,
including  the  provision of such  information  or documents  in  electronic  or
machine-readable format.

         SECTION 7.10......Successor Servicer.

                  The terms  and  provisions  of  Exhibit  I with  respect  to a
Successor Servicer are hereby incorporated by reference.

         SECTION 7.11......Transfer of Servicing.

                  Notwithstanding  any other  provision of this Agreement to the
contrary,  the  Borrower  may,  upon  written  notice to the  Collateral  Agent,
transfer the  servicing  duties and  obligations  of the  Servicer to U.S.  Bank
National  Association ("U.S.  Bank"). U.S. Bank must agree in writing to perform
all of the duties and  obligations  of the Servicer  under this  Agreement.  The
Borrower and U.S. Bank shall execute and deliver a Transfer  Agreement  mutually
agreed upon in advance and  effective on the Transfer  Date,  whereby U.S.  Bank
will agree to perform all of the duties and  obligations  of the Servicer  under
this  Agreement.  U.S.  Bank shall be entitled to payment of a pro rated portion
(based on actual  days of service and a year of 365 days) of the  Servicing  Fee
during its term of service. Each Transfer Agreement shall include any additional
terms  and  provisions  the  parties  reasonably   determine  are  necessary  or
appropriate  and which  additional  terms and  provisions  are  approved  by the
parties to the Transfer  Agreement,  which  approvals  shall not be unreasonably
withheld.  The Transfer  Agreement  shall  contain a provision  stating that the
former  Servicer is relieved from all liability under this Agreement for acts or
omissions occurring after the Transfer Date. Within five (5) business days after
the Transfer  Date,  the Borrower may transfer  servicing and appoint the former
Servicer as the Servicer. The transfer of servicing shall be contingent upon the
receipt by the Collateral  Agent of written notice from the Borrower and written
consent from the former  Servicer of its acceptance of its  appointment.  In the
event that the  Borrower  elects to  transfer  servicing  and appoint the former
Servicer as the Servicer,  U.S. Bank shall be relieved from all liability  under
this  Agreement for acts or omissions  occurring  after the later of the date of
the written  notice from the  Borrower  or the written  consent  from the former
Servicer of its acceptance of its  appointment.  On the sixth Business Day after
the  Transfer  Date  and  thereafter,  servicing  may  only  be  transferred  in
accordance with the procedures set forth in Exhibit I hereto.

                                  ARTICLE VIII

                           GRANT OF SECURITY INTERESTS
         SECTION 8.1.......Borrower's Grant of Security Interest.

                  As security for the prompt payment or performance in full when
due, whether at stated maturity,  by acceleration or otherwise,  of all Borrower
Secured  Obligations,  the Borrower hereby assigns and pledges to the Collateral
Agent and grants to the Collateral  Agent a security  interest in and lien upon,
all of the Borrower's right, title and interest in and to the following, in each
case whether now or hereafter existing or in which Borrower now has or hereafter
acquires an interest  and wherever  the same may be located  (collectively,  the
"Collateral"):


                  (a)......all   Pledged   Receivables,   Collections,   Obligor
Documents and Records related thereto;


                  (b)......all   Lockbox   Agreements,    Franchise   Receivable
Assignments and Obligor Documents now or hereafter in effect (collectively,  the
"Borrower  Assigned  Agreements"),  including  (i) all rights of the Borrower to
receive moneys due and to become due under or pursuant to the Borrower  Assigned
Agreements,  (ii)  all  rights  of  the  Borrower  to  receive  proceeds  of any
insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned
Agreements,  (iii) the Borrower's right of foreclosure as lienholder of the real
or personal  property  underlying  the Pledged  Receivables;  (iv) claims of the
Borrower  for  damages  arising  out of or for  breach of or  default  under the
Borrower Assigned Agreements,  and (v) the right of the Borrower to amend, waive
or terminate  the Borrower  Assigned  Agreements,  to perform under the Borrower
Assigned  Agreements  and to  compel  performance  and  otherwise  exercise  all
remedies and rights under the Borrower Assigned Agreements;

                  (c)......all   of  the  following   (the   "Borrower   Account
Collateral"): (i) each Lockbox Account, the Lockboxes and all funds held in each
Lockbox Account and the Lockboxes and all certificates and instruments,  if any,
from time to time representing or evidencing each Lockbox Account, the Lockboxes
or such funds, (ii) the Collection Account,  all funds held in such account, and
all  certificates  and  instruments,  if any, from time to time  representing or
evidencing the Collection Account or such funds, (iii) all Investments from time
to time of amounts in each Lockbox Account and the Collection  Account,  and all
certificates  and  instruments,  if  any,  from  time to  time  representing  or
evidencing such Investments,  (iv) all notes,  certificates of deposit and other
instruments from time to time delivered to or otherwise  possessed by the Lender
or any  assignee  or agent on behalf of the  Lender  in  substitution  for or in
addition to any of the then existing  Borrower Account  Collateral,  and (v) all
interest,  dividends,  cash,  instruments  and other  property from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any and all of the  then  existing  Borrower  Account  Collateral;  (d)......all
Hedging Instruments with respect to the Pledged Receivables;

                  (e)......all  Real Property in which the Borrower has acquired
an interest  (whether an ownership  interest or a Lien)  relating to any Pledged
Receivable  (including any such Real Property in which the Borrower has retained
an interest following the termination of such Pledged Receivable);


                  (f)......all  additional  property  that may from time to time
hereafter  be granted  and  pledged by the  Borrower  or by anyone on its behalf
under this Agreement,  including the deposit with the Lender,  the Deal Agent or
the Collateral Agent of additional moneys by the Borrower; and


                  (g)......all Proceeds,  accessions,  substitutions,  rents and
profits of any and all of the  foregoing  Collateral  (including  Proceeds  that
constitute  property  of the types  described  in  Sections  8.1 (a) through (f)
above) and, to the extent not otherwise  included,  all payments under insurance
(whether or not the Lender or any Hedge Counterparty or any assignee or agent on
behalf of the Lender or any Hedge Counterparty is the loss payee thereof) or any
indemnity,  warranty  or  guaranty  payable  by  reason  of loss or damage to or
otherwise with respect to any of the foregoing Collateral.

         SECTION 8.2.......Delivery of Collateral.

                  All  Obligor  Documents  relating to the  Collateral  shall be
delivered to and held by or on behalf of the  Collateral  Agent pursuant to this
Agreement  and the  Custodial  Agreement,  and  shall  be in  suitable  form for
transfer by delivery or shall be  accompanied  by duly executed  instruments  of
transfer or assignment in blank,  all in form and substance  satisfactory to the
Collateral  Agent.  From and after the  Termination  Date, the Collateral  Agent
shall have the right,  at any time in its  discretion  and without notice to the
Borrower  or the  Lender,  to  transfer  to or to  register  in the  name of the
Collateral Agent or any of its nominees any or all of the Collateral.

         SECTION 8.3.......Borrower Remains Liable.

                  Notwithstanding  anything to the  contrary in this  Agreement,
(a) each of the Borrower and the  Transferring  Affiliates  shall remain  liable
under the Pledged Receivables, Borrower Assigned Agreements and other agreements
included  in  the  Collateral  to  perform  all of its  duties  and  obligations
thereunder to the same extent as if this  Agreement had not been  executed,  (b)
except  to the  extent  otherwise  expressly  provided  in this  Agreement,  the
exercise by the Deal Agent as agent of the Lender and each Hedge Counterparty or
the Collateral Agent as agent of the Lender and the Hedge  Counterparties of any
of its  rights  under this  Agreement  shall not  release  the  Borrower  or the
Servicer from any of their  respective  duties or obligations  under the Pledged
Receivables,  Borrower Assigned  Agreements or other agreements  included in the
Collateral,  (c)  the  Deal  Agent  as  agent  of  the  Lender  and  each  Hedge
Counterparty and the Collateral Agent shall not have any obligation or liability
under the Pledged Receivables,  Borrower Assigned Agreements or other agreements
included  in the  Collateral  by reason of this  Agreement,  and (d) neither the
Collateral Agent nor the Lender nor any Hedge Counterparty shall be obligated to
perform any of the  obligations  or duties of the Borrower or the Servicer under
the  Pledged  Receivables,  Borrower  Assigned  Agreements  or other  agreements
included in the Collateral or to take any action to collect or enforce any claim
for payment assigned under this Agreement.

         SECTION  8.4.......Covenants of the Borrower and Servicer Regarding the
Collateral.

                  (a)......Offices  and  Records.  The  Borrower  shall keep its
chief  place of business  and chief  executive  offices and the office  where it
keeps its Records at the  location  specified in Schedule 7 or, upon thirty (30)
days' prior written notice to the Collateral  Agent, at such other location in a
jurisdiction  where all action  required by Section 8.4(e) shall have been taken
with respect to the Collateral.  The Borrower and the Servicer shall,  until the
period  ending one year after the  repayment in full or maturity of each Pledged
Receivable or for such longer period as may be required by law, from the date on
which such Pledged  Receivable arose,  maintain the Records with respect to such
Pledged Receivable, including records of all payments received. The Borrower and
the Servicer will permit  representatives  of the Deal Agent and the  Collateral
Agent at any  time and from  time to time  (but no more  often  than  quarterly)
during  normal  business  hours  of the  Borrower  and  the  Servicer  and  upon
reasonable  advance  notice (i) to inspect and make copies (at the sole cost and
expense of the Deal Agent or the  Collateral  Agent,  as the case may be) of and
abstracts from such records, and (ii) to visit the properties of the Borrower or
the Servicer utilized in connection with the collection, processing or servicing
of the Pledged  Receivables  for the purpose of examining  such Records,  and to
discuss  matters  relating  to the  Pledged  Receivables  or the  Borrower's  or
Servicer's  performance under this Agreement with any officer or employee of the
Borrower or Servicer having knowledge of such matters. In connection  therewith,
the Deal Agent may  institute  procedures to permit it at its expense to confirm
the Obligor  balances in respect of any Pledged  Receivables.  If a  Termination
Event shall have occurred and be continuing, promptly upon request therefor, the
Borrower  or  the  Servicer  shall  deliver  to  the  Collateral  Agent  records
reflecting   activity  through  the  close  of  business  on  the  Business  Day
immediately preceding such Termination Event.


                  (b)......Maintain Records of Pledged Receivables. The Servicer
shall, at its own cost and expense,  maintain  satisfactory and complete records
of the Collateral,  including a record of all payments  received with respect to
the Collateral and all other dealings with the Collateral.


                  (c)......Performance  of  Borrower  Assigned  Agreements.  The
Borrower  shall (i)  perform and  observe  all the terms and  provisions  of the
Borrower  Assigned  Agreements  to be performed or observed by it,  maintain the
Borrower  Assigned  Agreements  in full force and effect,  enforce the  Borrower
Assigned  Agreements in accordance with their terms and, upon the occurrence and
during the continuation of a Termination Event, take all such action to such end
as may be from time to time  requested by the  Collateral  Agent,  and (ii) upon
request of the Deal Agent or the  Collateral  Agent,  make to any other party to
the Borrower Assigned  Agreements such demands and requests as may be reasonable
for  information  and reports or for action as the  Borrower is entitled to make
under the Borrower Assigned Agreements.


                  (d)......Notice of Adverse Claim. Each of the Borrower and the
Servicer  shall  advise the Deal Agent and the  Collateral  Agent  promptly,  in
reasonable detail, (i) of any Adverse Claim known to it made or asserted against
any of the Collateral which would have a material adverse effect on the value of
the  Collateral,  and (ii) of the  occurrence  of any event  which  would have a
material  adverse  effect on the  aggregate  value of the  Collateral  or on the
assignments and security interests granted by the Borrower in this Agreement.

                  (e)......Further Assurances; Financing Statements; Mortgages.
                  (i) Each of the  Borrower and the  Servicer  severally  agrees
         that at any time  and  from  time to  time,  at its  expense,  it shall
         promptly  execute,  endorse and deliver  all  further  instruments  and
         documents,  and take all  further  action,  that  may be  necessary  or
         reasonably desirable or that the Deal Agent or the Collateral Agent may
         reasonably  request to perfect and protect the assignments and security
         interests granted or purported to be granted by this Article VIII or to
         enable  the  Lender,  the Hedge  Counterparties,  the Deal Agent or the
         Collateral  Agent to exercise and enforce its rights and remedies under
         this Agreement  with respect to any  Collateral.  Without  limiting the
         generality of the  foregoing,  the Borrower shall execute and file such
         financing or  continuation  statements,  or  amendments  thereto,  such
         Mortgages  and  Mortgage  Assignments  and such  other  instruments  or
         notices as may be  necessary or  reasonably  desirable or that the Deal
         Agent or the  Collateral  Agent may  reasonably  request to protect and
         preserve  the  assignments  and  security  interests  granted  by  this
         Agreement.
                  (ii) The  Borrower,  the Lender  and the Hedge  Counterparties
         hereby  severally  authorize the  Collateral  Agent to file one or more
         financing or continuation statements,  and amendments thereto, relating
         to all or any  part of the  Collateral  without  the  signature  of the
         Borrower,  the Lender or any Hedge Counterparty where permitted by law.
         A photographic or other reproduction of this Agreement or any financing
         statement  covering  the  Collateral  or  any  part  thereof  shall  be
         sufficient  as a  financing  statement  where  permitted  by  law.  The
         Collateral  Agent will  promptly  send to the  Borrower  any  financing
         statements or  continuation  statements  thereto which it files without
         the  signature of the Borrower and will promptly send to the Lender and
         the Hedge  Counterparties  any  financing  statements  or  continuation
         statements  thereto  which it files without the signature of the Lender
         except in the case of filings of copies of this  Agreement as financing
         statements,  the Collateral Agent will promptly send the Borrower,  the
         Lender or the Hedge  Counterparties,  as the case may be, the filing or
         recordation information with respect thereto.
                  (iii) Each of the Borrower and the Servicer  shall  furnish to
         the  Collateral  Agent from time to time such  statements and schedules
         further  identifying  and  describing  the  Collateral  and such  other
         reports in connection  with the Collateral as the Collateral  Agent may
         reasonably request, all in reasonable detail.

                  (f)......Defaulted  Receivables.  Upon  receipt of notice from
the Borrower,  the Deal Agent or any other Person, or if the Servicer  otherwise
learns,  that the Obligor under any Franchise  Receivable is in material default
thereunder,  the Servicer  will take such action as is  appropriate,  consistent
with  the  Servicer's  administration  of  leases  and  loans  serviced  for its
Affiliates and consistent with the customary  practices of servicers in the same
segment of the industry,  including such action as may be necessary to cause, or
attempt to cause,  the Obligor  thereunder to cure such default (if the same may
be cured) or to terminate or attempt to terminate such Franchise  Receivable and
to recover,  or attempt to recover,  all damages  resulting from such default to
the extent permitted under such Franchise Receivable and under applicable law.


                  (g)......Liquidation  of Real Property. Upon the expiration or
termination  of any  Franchise  Lease  (whether such  expiration or  termination
arises  following the occurrence of a default under such Franchise  Lease or for
any other  reason),  the Servicer will use its best efforts to promptly sell all
of the Real Property which was the subject of such Franchise Lease, such sale to
be made in a manner  consistent  with that utilized by the Servicer with respect
to Real  Property  serviced by it for its  Affiliates  and otherwise in a manner
consistent  with industry  practices,  so as to realize,  to the extent possible
under then  prevailing  market  conditions,  the fair market  value of such Real
Property;  provided  that,  prior to the last day of the Revolving  Period,  the
Servicer  shall  have the  right,  instead of  selling  such Real  Property,  to
promptly  lease such  property  to an Eligible  Obligor  pursuant to a Franchise
Lease so long as (i) such  Franchise  Lease is an Eligible  Receivable  and (ii)
such Franchise Lease shall have been added to the Collateral pursuant to Section
2.2(g), or to substitute a new Franchise Lease for such Franchise Lease pursuant
to Section 8.8; further provided, that the Servicer may, instead of selling such
Real  Property,  substitute  a new  Franchise  Lease  for such  Franchise  Lease
pursuant to Section 8.8 at any time if such  expiration  or  termination  arises
following the  occurrence of a default under such Franchise  Lease.  In no event
shall the  Servicer or any  Affiliate  of the  Servicer  purchase  any such Real
Property  from the  Borrower  unless (i) the Deal Agent shall have  approved the
documents  evidencing such sale and (ii) the purchase price paid to the Borrower
with  respect  thereto at least equal to the greater of the fair market value of
such Real Property and the Rent Cost Basis for such Real Property.  In the event
the  Servicer  is  required  to sell any item of Real  Property  pursuant to the
provisions of this Section 8.4(g) at a time when the Servicer is trying to lease
or sell other similar items of Real Property, the Servicer will not disfavor the
Real Property included in the Collateral in its selling efforts.


                  (h)......Insurance.  If the  Borrower  fails to  maintain  (or
caused to be maintained) any of the insurance  required by Section  5.1(m),  the
Deal Agent or the  Collateral  Agent may (but shall not be obligated to) procure
such  insurance  and charge  the cost  thereof  to the  Borrower  as part of the
Borrower Secured Obligations payable on demand.

         SECTION 8.5.......Limited  Recourse.  Anything in this Agreement or any
of the other Basic  Documents to the contrary  notwithstanding,  no recourse for
the  repayment  of the  Borrower  Secured  Obligations  shall be had against the
Borrower except to the extent of the  Collateral;  provided that nothing in this
Section 8.5 shall impair the validity of the obligations of the Borrower arising
under this  Agreement and the other Basic  Documents,  prevent the taking of any
action  permitted by law against the Borrower to the extent of the Collateral or
the proceeds thereof, or in any way affect or impair the right of the Collateral
Agent or any Secured  Party to take any action  permitted by law to realize upon
any of the  Collateral;  and provided  further  that,  notwithstanding  anything
herein to the  contrary,  each  Secured  Party  shall have full  recourse to the
Borrower  and to any  property or assets of the Borrower to satisfy any claim of
such Secured  Party  pursuant to Section 11.1 or Section 12.3 of this  Agreement
arising  out of or  relating  to (i) any  fraud,  gross  negligence  or  willful
misconduct on the part of the Borrower or the Servicer,  (ii) any  environmental
liability  arising out of or in connection  with any Real Property  securing any
Franchise Loan or which is the subject of any Franchise Lease, (iii) any failure
by the Borrower or the  Servicer to apply funds as required  pursuant to Section
6.4(A)(iv)(e), or (iv) any failure on the part of the Borrower to perform any of
its obligations under Section 8.7.
         SECTION 8.6.......Release of Collateral.

                  (a)......Generally.  The Borrower  may obtain  releases of the
security  interest of the Collateral  Agent in all or any part of the Collateral
to the extent that either (i) such release is  necessary in order to  consummate
the sale of the Real Property  which is the subject of a Franchise  Lease to the
related  Obligor or any Affiliate  thereof  pursuant to a right or obligation of
such Obligor or such Affiliate  satisfying the  requirements set forth in clause
(o) of the  definition  of  "Eligible  Receivable",  or (ii) (A) both before and
after giving  effect to such release no Borrowing  Excess exists and no event or
circumstance has occurred which  constitutes a Termination  Event or which, with
the  giving  of notice or the  passage  of time,  or both,  would  constitute  a
Termination  Event,  (B)  prior to such  release,  any  termination  or  partial
termination of any Hedging  Instrument  that is required under the terms of such
Hedging  Instrument  (including the terms of any agreement or document governing
such Hedging  Instrument) has been effected in accordance with the terms thereof
and (C) after giving effect to such release,  the Aggregate Eligible Receivables
value is not less  than  $25,000,000.  Each  request  for a partial  release  of
Collateral (a "Release  Request")  shall be addressed to the  Collateral  Agent,
certifying  as to compliance  with the  immediately  preceding  sentence and, if
applicable,  acknowledging  that the  receipt  of  proceeds  from  such  sale or
transfer  to an Obligor or any other third  party  shall be  deposited  into the
Collection   Account  in  accordance  with  Section  6.2.  Such  proceeds  shall
thereafter be disbursed when the next  disbursement  is made from the Collection
Account in accordance with Section 6.4.


                  (b)......Releases.  With respect to any release of  Collateral
permitted by Section 8.6(a), the Collateral Agent shall, upon the request and at
the expense of the  Borrower,  (i) execute  such  releases as may be  reasonably
requested by the Borrower to give effect to such  release and (ii)  deliver,  or
instruct the Custodian to deliver,  any Obligor Documents relating solely to the
Collateral so released.


                  (c)......Continuation  of Lien. With respect to any Collateral
which  is to be  released  in  connection  with  the  sale or  transfer  of such
Collateral to an Obligor or third party,  the security  interest in favor of the
Collateral  Agent in such Collateral shall continue in effect until such time as
the proceeds from such sale or transfer have been  deposited into the Collection
Account in  accordance  with this  Agreement.  Such funds  shall  thereafter  be
disbursed  when the next  disbursement  is made from the  Collection  Account in
accordance with Section 6.4.


                  (d)......Application  of Proceeds;  No Duty.  Neither the Deal
Agent nor any  other  Secured  Party  shall be under any duty at any time (i) to
credit the  Borrower  for any amount due from any third  party in respect of any
sale of any  Collateral  to such third party,  until the Deal Agent has actually
received  such  amount  in  immediately  available  funds  for  deposit  to  the
Collection  Account or (ii) to collect  any  amounts or  otherwise  enforce  any
obligations due from any third party in respect of any such sale.


                  (e)......Representation  in  Connection  with  Releases.  Each
Release  Request  delivered by the Borrower  hereunder with respect to a release
described in Section  8.6(a)(ii)  shall be deemed to constitute a representation
and warranty to the Deal Agent and the other Secured  Parties to the effect that
immediately  before and after  giving  effect to such  release (i) no  Borrowing
Excess exists and (ii) no event or circumstance has occurred which constitutes a
Termination Event or which, with the giving of notice or the passage of time, or
both, would constitute a Termination Event.

         SECTION  8.7.......Substitution.  (a) In the  event the  Borrower,  the
Servicer  or the Deal  Agent  determines  (in the case of the Deal  Agent,  on a
reasonable  basis) that any Franchise  Receivable  included,  or purported to be
included,  in the Collateral is not an Eligible  Receivable  (any such Franchise
Receivable, an "Ineligible Receivable"), then the Borrower shall, within 90 days
of such  determination,  substitute  one or more Eligible  Receivables  for such
Ineligible  Receivable  in accordance  with this Section 8.7;  provided that the
Eligible   Receivables   added  to  the  Collateral  in  connection   with  such
substitution shall have an aggregate  Receivable Basis (the "Required  Balance")
equal to or greater than the Receivable Basis of the Ineligible Receivable to be
removed from the  Collateral  in  connection  with such  substitution.  Any such
substitution  shall be made on  notice  from  the  Borrower  to the  Deal  Agent
specifying  (i) the  effective  date  of such  substitution,  which  shall  be a
Business Day,  (ii) the  Ineligible  Receivable  which is to be removed from the
Collateral in connection with such substitution and the Receivable Basis thereof
and (iii) the Eligible  Receivables  which are to be added to the  Collateral in
connection with such  substitution  and the aggregate  Receivable Basis thereof.
Any such addition of an Eligible  Receivable  shall be made in  accordance  with
Section  2.2(g).   Upon  the  Collateral  Agent's   confirmation  that  Eligible
Receivables  having the Required  Balance have been so added to the  Collateral,
the Ineligible  Receivable  which is the subject of such  substitution  shall be
deemed to have been released from the Collateral. With respect to any Ineligible
Receivable so released from the Collateral, the Collateral Agent shall, upon the
request and at the expense of the Borrower,  (i) execute such releases as may be
reasonably  requested  by the  Borrower to give effect to such  release and (ii)
deliver,  or instruct the Custodian to deliver,  any Obligor Documents  relating
solely to the Ineligible Receivables so released.

                  (b)......The  Borrower may remove an Eligible  Receivable from
the Collateral  and  substitute  one or more Eligible  Receivables in its place;
provided that (i) any such removal shall be made in accordance with, and subject
to the  terms  and  conditions  set  forth  in,  Section  8.6 and  (ii) any such
substitution  shall be effected by adding the new  Eligible  Receivables  to the
Collateral in accordance with Section 2.2(g).

                                   ARTICLE IX

                               TERMINATION EVENTS
         SECTION 9.1.......Termination Events.

                  If any of the following  events (each, a "Termination  Event")
shall occur and be continuing:


                  (a)......the  Borrower  shall  fail to  make  any  payment  or
deposit required to be made by it under the terms of this Agreement or any other
Basic  Document and such failure  continues  unremedied for a period of five (5)
Business Days


                  (b)......a Borrowing Excess shall exist for more than five (5)
Business Days; or


                  (c)......the  Borrower shall fail to perform or observe in any
material respect any other covenant or other agreement of the Borrower set forth
in  this  Agreement  or any  other  Basic  Document,  or (ii)  any  Transferring
Affiliate  shall fail to perform or observe in any  material  respect  any term,
covenant or agreement of such Transferring  Affiliate set forth in any Franchise
Receivable  Assignment  or any  other  Basic  Document,  in each  case when such
failure  continues  unremedied  for more than  fifteen  (15) days after  written
notice thereof shall have been given by the Deal Agent or the  Collateral  Agent
to such Person; or


                  (d)......any  representation  or warranty made by the Borrower
or any  Transferring  Affiliate  pursuant to this  Agreement  or any other Basic
Document shall prove to be incorrect in any material respect as of the time when
the same shall have been made; or


                  (e)......any  Event of Bankruptcy  shall occur with respect to
the Borrower or any Transferring Affiliate; or

                  (f)......a Servicer Event of Default has occurred; or

                  (g)......The Borrower or any Transferring Affiliate shall fail
to pay any  principal  of or premium or interest on any Debt having an aggregate
outstanding  principal amount of $10,000,000 or more ("Material Debt"), when the
same  becomes  due  and  payable  (whether  by  scheduled   maturity,   required
prepayment,  acceleration,  demand or otherwise) and such failure shall continue
after the  applicable  grace  period,  if any,  specified  in the  agreement  or
instrument  relating  to such  Material  Debt;  or any other  default  under any
agreement or instrument  relating to any Material Debt or any other event, shall
occur and shall continue after the applicable grace period, if any, specified in
such  agreement  or  instrument  if the  effect of such  default  or event is to
accelerate,  or to permit the  acceleration  of, the  maturity of such  Material
Debt;  or any such  Material  Debt shall be  declared  to be due and  payable or
required to be prepaid (other than by a regularly scheduled required prepayment)
prior to the  stated  maturity  thereof,  and  such  acceleration  shall  have a
Material Adverse Effect on such entity;


                  (h)......the  Collateral  Agent  shall  cease for any  reason,
other than because of its own failure to file a  continuation  statement or take
other appropriate action within its control, to have a valid and perfected first
priority security interest in all of the Collateral and the proceeds thereof; or


                  (i)......(x)  a final  judgment  for the  payment  of money in
excess of  $3,000,000  shall have been  rendered  against  the  Borrower  or any
Transferring  Affiliate by a court of competent jurisdiction and the Borrower or
such Transferring Affiliate, as applicable,  shall not, within thirty (30) days,
have either,  (1)  discharged  or provided for the discharge of such judgment in
accordance with its terms, or (2) perfected a timely appeal of such judgment and
caused the execution  thereof to be stayed during the pendency of such appeal or
(y) the  Borrower  or any  Transferring  Affiliate  shall have made  payments of
amounts in excess of $3,000,000, in settlement of any litigation; or


                  (j)......(i)   the   long-term   debt   rating  of  any  Hedge
Counterparty  under a Hedging Instrument is downgraded to below A- by S&P or DCR
or A3 by Moody's  or the  short-term  debt  rating of any such  counterparty  is
downgraded  to  below  A-1 by S&P or  D-1 by DCR or P-1 by  Moody's  and  (ii) a
successor to such Hedging  Counterparty  acceptable  to the Deal Agent is not in
place or collateral  acceptable  to the Deal Agent has not been posted,  in each
case, within ten (10) Business Days; or


                  (k)......the  Delinquency  Ratio including only those Eligible
Receivables  greater  than 60 days past due shall exceed 5.0% at any time or the
cumulative aggregate Receivable Basis of all Defaulted  Receivables shall exceed
$10,000,000 over any thirteen month period during the term of this Agreement; or


                  (l)......the  Borrower  shall become an  "investment  company"
within the meaning of the  Investment  Company Act of 1940,  as amended (the "40
Act")  or  the  arrangements   contemplated  by  this  Agreement  shall  require
registration as an "investment company" within the meaning of the 40 Act;

then,  and in any such event,  the Deal Agent or the Lender may by notice to the
Borrower declare the Termination Date to have occurred,  without demand, protest
or further notice of any kind, all of which are hereby  expressly  waived by the
Borrower,  and all Advances and all other  amounts  owing by the Borrower  under
this Agreement  shall be  accelerated  and become  immediately  due and payable,
provided,  that if any Event of  Bankruptcy  shall  occur  with  respect  to the
Borrower,  the  Termination  Date shall  automatically  occur,  without  demand,
protest or any notice of any kind, all of which are hereby  expressly  waived by
the Borrower.

         SECTION 9.2.......Servicer Event of Default.

                  Upon the  occurrence of any of the following  events (each,  a
"Servicer  Event of  Default"),  the  Lender  may  terminate  the  rights of the
Servicer  and cause a successor  Servicer to be appointed to service the Pledged
Receivables:


                  (a)......any  failure by the  Servicer  to deposit or transfer
into the Collection Account any proceeds or payment, required to be so deposited
or transferred under the terms of this Agreement that shall continue  unremedied
for a period of five (5) Business Days; or


                  (b)......any failure on the part of the Servicer to perform or
to observe in any  material  respect any other  covenants or  agreements  of the
Servicer set forth in this  Agreement,  which failure shall continue  unremedied
for more than fifteen (15) days after the date on which  written  notice of such
failure or breach,  requiring the same to be remedied,  shall have been given to
the Servicer by the Borrower, the Deal Agent or the Collateral Agent; or


                  (c)......any  representation  or warranty made by the Servicer
pursuant  to this  Agreement  or any  other  Basic  Document  shall  prove to be
incorrect in any  material  respect as of the time when the same shall have been
made; or

                  (d)......any  Event of Bankruptcy  shall occur with respect to
                  the Servicer; or (e)......a Termination Event has occurred.
If a Servicer  Event of Default shall occur,  then,  and in any such event,  the
Deal Agent or the Lender may, by  delivery of a Servicer  Termination  Notice to
the Borrower and the Servicer,  terminate the servicing  responsibilities of the
Servicer hereunder,  without demand,  protest or further notice of any kind, all
of which are hereby waived by the Servicer.  Upon any such  declaration  and the
appointment and acceptance of a Successor  Servicer,  all authority and power of
the Servicer under this Agreement and the Custodial  Agreement shall pass to and
be vested in the Successor Servicer appointed pursuant to Section 7.11.


                  In addition,  if any such event shall occur and be continuing,
(i) the Deal Agent may direct  that  payment of all  amounts  payable  under any
Pledged  Receivable  be made directly to the  Collateral  Agent or its designee,
(ii) the Borrower  shall (at the Deal Agent's  request)  give notice of the Deal
Agent's  interest in the Pledged  Receivables to each Obligor and each guarantor
and direct  that  payments be made  directly to the Deal Agent or its  designee,
(iii) the  Borrower  shall (at the Deal  Agent's  request)  transfer all Pledged
Receivable files to the Deal Agent or its designee;  and (iv) the Borrower shall
authorize the Deal Agent to take any and all steps in the Borrower's name and on
behalf of the Borrower  necessary  (in the  determination  of the Deal Agent) to
collect all amounts due under the Pledged Receivables.


                  All related costs of replacing  the Servicer and  transferring
the servicing of the Pledged Receivables to a Successor Servicer,  including but
not limited to all third party costs and reimbursable  expenses of the Servicer,
shall be borne by the Servicer.

         SECTION  9.3.......Control of Lockbox Account.  Rabobank agrees for the
benefit of the Borrower and the Servicer  that it will not exercise its right to
obtain exclusive ownership of and access to any Lockbox Account unless and until
a Termination Event has occurred.

                                    ARTICLE X

                                    REMEDIES
         SECTION 10.1......Actions Upon Termination Event.

                  Upon  the  occurrence  and  during  the   continuation   of  a
Termination  Event,  the  Servicer  shall  (i)  deliver  and  turn  over  to the
Collateral Agent or to its  representatives,  or at the option of the Collateral
Agent,  provide the Collateral Agent or its  representatives  with access to, at
any  time,  all of the  Servicer's  facilities,  personnel,  books  and  records
pertaining to the Collateral,  including all Records,  (ii) allow the Collateral
Agent to occupy the  premises  of the  Servicer  where such  books,  records and
Records are  maintained,  and (iii)  assist the  Collateral  Agent in using such
premises,  the  equipment  thereon and any  personnel of the  Servicer  that the
Collateral  Agent may  lawfully  employ to  administer,  service and collect the
Pledged Receivables.


                  If any Termination Event shall have occurred and be continuing
and the Deal Agent shall have declared the Termination  Date to have occurred or
the Termination Date shall have been deemed to have occurred pursuant to Section
9.1, then the  Collateral  Agent may exercise in respect of the  Collateral,  in
addition to any and all other rights and remedies otherwise available to it, all
of the rights and remedies of a secured  party upon default  under the UCC (such
rights and remedies to be cumulative and  nonexclusive),  and, in addition,  may
take the following remedial actions:


                  (a)......The  Collateral  Agent  may,  without  notice  to the
Borrower except as required by law and at any time or from time to time, charge,
set-off and otherwise apply all or any part of the Borrower Secured  Obligations
against amounts payable to the Borrower from the Lockbox Account, the Lockboxes,
the  Collection  Account or any part of such  accounts  in  accordance  with the
priorities required by Section 10.2.


                  (b)......Consistent  with the rights and remedies of a secured
party  under  the UCC  (and  except  as  otherwise  required  by the  UCC),  the
Collateral  Agent may,  without  notice except as specified  below,  solicit and
accept bids for and sell the  Collateral or any part of the Collateral in one or
more parcels at public or private sale, at any  exchange,  broker's  board or at
any of the Lender's,  Deal Agent's or Collateral  Agent's  offices or elsewhere,
for cash,  on credit or for future  delivery,  and upon such other  terms as the
Collateral Agent may deem commercially reasonable.  The Borrower agrees that, to
the extent  notice of sale shall be required by law,  ten (10) or more  Business
Days'  notice to the  Borrower  of the time and place of any public  sale or the
time after  which any  private  sale is to be made shall  constitute  reasonable
notification.  The  Collateral  Agent shall not be obligated to make any sale of
Collateral  regardless of notice of sale having been given. The Collateral Agent
may adjourn any public or private sale from time to time by  announcement at the
time and place fixed for such sale, and such sale may,  without  further notice,
be made at the time and  place to which it was so  adjourned.  Every  such  sale
shall operate to divest all right, title, interest,  claim and demand whatsoever
of the Borrower in and to the  Collateral so sold, and shall be a perpetual bar,
both at law and in equity, against the Borrower, any Transferring Affiliate, any
Person  claiming the  Collateral  sold through the  Borrower,  any  Transferring
Affiliate and their respective successors or assigns.


                  (c)......Upon   the  completion  of  any  sale  under  Section
10.1(b),  the Borrower or the Servicer will deliver or cause to be delivered all
of the  Collateral  sold to the purchaser or purchasers at such sale on the date
of sale, or within a reasonable  time  thereafter if it shall be  impractical to
make immediate delivery,  but in any event full title and right of possession to
such  property  shall pass to such  purchaser or purchasers  forthwith  upon the
completion of such sale.  Nevertheless,  if so requested by the Collateral Agent
or by any  purchaser,  the Borrower  shall  confirm any such sale or transfer by
executing and delivering to such purchaser all proper  instruments of conveyance
and transfer and releases as may be designated in any such request.


                  (d)......At any sale under Section  10.1(b),  the Lender,  the
Collateral  Agent or any secured  party may bid for and  purchase  the  property
offered for sale and, upon compliance  with the terms of sale, may hold,  retain
and dispose of such property without further accountability therefor. Any holder
of the Note purchasing  property at a sale under Section 10.1(b) may set off the
purchase price of such property  against amounts  outstanding  under the Note in
full payment of such purchase price.


                  (e)......The  Collateral  Agent may exercise at the Borrower's
expense any and all rights and remedies of the Borrower  under or in  connection
with the Borrower Assigned Agreements or the other Collateral, including any and
all rights of the Borrower to demand or otherwise  require payment of any amount
under, or performance of any provisions of, the Borrower Assigned Agreements.

         SECTION 10.2......Application of Proceeds.

                  Any  cash  held by or on  behalf  of the  Collateral  Agent as
Collateral, whether from Pledged Receivables or otherwise, and all cash proceeds
received by the Collateral  Agent in respect of any sale of,  collection from or
other  realization  upon all or any part of the Collateral,  shall be applied as
set forth in Section 6.4. Any surplus of such cash or cash  proceeds  held by or
on behalf of the  Collateral  Agent  shall be  disposed  of in  accordance  with
Section 6.7.

         SECTION 10.3......Exercise of Remedies.

                  No  failure  or delay on the part of the  Collateral  Agent to
exercise any right,  power or privilege  under this  Agreement  and no course of
dealing between the Borrower, the Servicer, the Lender or the Deal Agent, on the
one hand, and the Collateral Agent, on the other hand, shall operate as a waiver
of such right,  power or privilege,  nor shall any single or partial exercise of
any right, power or privilege under this Agreement preclude any other or further
exercise of such right,  power or  privilege or the exercise of any other right,
power or privilege. The rights and remedies expressly provided in this Agreement
and the other Basic  Documents are cumulative and not exclusive of any rights or
remedies  which the  Collateral  Agent,  the Lender or the Hedge  Counterparties
would  otherwise  have pursuant to law or equity.  No notice to or demand on any
party in any case shall  entitle  such  party to any other or further  notice or
demand in similar or other circumstances, or constitute a waiver of the right of
the other  party to any other or  further  action in any  circumstances  without
notice or demand.

         SECTION 10.4......Waiver of Certain Laws.

                  Each of the  Borrower  and the  Servicer  agrees,  to the full
extent  that it may  lawfully  so agree,  that  neither it nor  anyone  claiming
through  or  under  it will  set up,  claim  or  seek to take  advantage  of any
appraisement,  valuation,  stay, extension or redemption law now or hereafter in
force in any locality  where any  Collateral may be situated in order to prevent
hinder or delay the  enforcement  of this  Agreement or the  foreclosure  of any
Collateral,  or the absolute sale of any of the  Collateral or any part thereof,
or the final and absolute  putting into possession  thereof,  immediately  after
such sale, of the purchasers thereof, and each of the Borrower and the Servicer,
for itself and all who may at any time claim through or under it, hereby waives,
to the full extent that it may be lawful so to do, the benefit of all such laws,
and any and all right to have any of the properties or assets  constituting  the
Collateral  marshalled upon any such sale, and agrees that the Collateral  Agent
or any court having  jurisdiction to foreclose the security interests granted in
this  Agreement may sell the Collateral as an entirety or in such parcels as the
Collateral Agent or such court may determine.

         SECTION 10.5......Power of Attorney.

                  Each of the  Borrower  and  the  Servicer  hereby  irrevocably
appoints the Collateral  Agent its true and lawful  attorney (with full power of
substitution)  in its name,  place and stead and at its expense,  in  connection
with the enforcement of the rights and remedies  provided for in this Article X,
including  with the  following  powers:  (a) to give any  necessary  receipts or
acquittance  for  amounts  collected  or  received  hereunder,  (b) to make  all
necessary  transfers  of the  Collateral  in  connection  with any sale or other
disposition  made  pursuant  hereto,  (c) to execute  and  deliver for value all
necessary or appropriate  bills of sale,  assignments  and other  instruments in
connection  with  any such  sale or  other  disposition,  the  Borrower  and the
Servicer  hereby  ratifying  and  confirming  all  that  such  attorney  (or any
substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any
agreements,  orders or other  documents  in  connection  with or pursuant to any
Basic  Document or Hedging  Instrument.  Nevertheless,  if so  requested  by the
Collateral  Agent or a purchaser of  Collateral,  the Borrower  shall ratify and
confirm any such sale or other  disposition  by executing and  delivering to the
Collateral  Agent or such  purchaser  all  proper  bills  of sale,  assignments,
releases and other instruments as may be designated in any such request.

                                   ARTICLE XI

                                 INDEMNIFICATION
         SECTION 11.1......Indemnities by the Borrower.

                  (a)......Without limiting any other rights that the Collateral
Agent,  the Lender,  the Hedge  Counterparties,  the Deal Agent or any director,
officer,  employee or agent or  incorporator of such party (each an "Indemnified
Party") may have hereunder or under  applicable  law, the Borrower hereby agrees
to indemnify each Indemnified Party from and against any and all claims, losses,
liabilities,  obligations,  damages,  penalties,  actions, judgments, suits, and
related  costs and  expenses  of any  nature  whatsoever,  including  reasonable
attorneys'  fees and  disbursements  (all of the  foregoing  being  collectively
referred to as "Indemnified  Amounts"),  which may be imposed on, incurred by or
asserted  against an Indemnified  Party in any way arising out of or relating to
(i) any breach of the  Borrower's  obligations  under any Basic Document or (ii)
the  financing or the pledge of or  foreclosure  on the  Collateral,  excluding,
however,   Indemnified  Amounts  to  the  extent  resulting  solely  from  gross
negligence or willful misconduct on the part of such Indemnified Party.  Without
limiting or being limited by the foregoing,  the Borrower shall pay on demand to
each  Indemnified  Party  any  and  all  amounts  necessary  to  indemnify  such
Indemnified  Party from and against any and all Indemnified  Amounts relating to
or resulting from:

                   (A) the failure of any  representation  or  warranty  made or
         deemed made by the Borrower, any Transferring Affiliate or the Servicer
         (or any of their  respective  officers) under or in connection with any
         Basic  Document  or any report or other  information  delivered  by the
         Borrower,  any Transferring  Affiliate or the Servicer pursuant thereto
         to have been true and correct in all respects  when made or deemed made
         or delivered;

                   (B) the failure by the Borrower,  any Transferring  Affiliate
         or the  Servicer  to  comply  with  any  term,  provision  or  covenant
         contained  in any Basic  Document  or any  agreement  executed by it in
         connection  with any Basic Document or with any applicable law, rule or
         regulation  with respect to  Collateral,  or the  nonconformity  of any
         Collateral with any such applicable law, rule or regulation;

                   (C) the failure to vest and  maintain  vested in the Borrower
         legal and equitable title to and ownership of all Franchise Receivables
         that are, or are purported to be,  Pledged  Receivables,  together with
         all Collections in respect thereof, free and clear of any Adverse Claim
         or Restrictions on Transferability, whether existing at the time of the
         purchase of such Franchise Receivable or at any time thereafter, and to
         vest and  maintain  vested  in the  Collateral  Agent a first  priority
         perfected security interest in the Collateral;

                   (D) with respect to any Real  Property that is the subject of
         a  Franchise  Lease,  the  failure to vest and  maintain  vested in the
         Borrower  legal  and  equitable  title to and  ownership  of such  Real
         Property,  free and  clear of any  Adverse  Claim  or  Restrictions  on
         Transferability,  whether existing at the time of purchase of such Real
         Property  or at any time  thereafter,  and to  maintain  vested  in the
         Collateral  Agent  a first  priority  perfected  lien  on and  security
         interest in such Real Property;

                  (E) the use,  possession,  ownership  or operation of any Real
         Property  securing  any  Franchise  Loan or which is the subject of any
         Franchise Lease or any environmental liability allegedly arising out of
         or in connection with any such Real Property;

                  (F) any negligent  action or willful  misconduct  taken by, or
         negligent  omission of, the Borrower,  the Servicer or any Transferring
         Affiliate with respect to any Franchise Receivable;

                  (G) the failure of any Franchise  Receivable  which is treated
         as  or  represented  to be a  Pledged  Receivables  to  be an  Eligible
         Receivable;

                  (H) the failure by the Borrower, any Transferring Affiliate or
         any of their respective Affiliates to pay when due any Taxes;

                  (I)  any  products  liability  claim  or  personal  injury  or
         property  damage  suit or other  similar or related  claim or action of
         whatever  sort  arising  out  of  or in  connection  with  any  Obligor
         Documents,  Franchise  Receivables  or Real  Property  included  in the
         Collateral; or

                  (J)  any  dispute,   claim,  offset  or  defense  (other  than
         discharge in bankruptcy of the Obligor) of the Obligor on any Franchise
         Receivable to the payment thereof  (including,  without  limitation,  a
         defense based on such Franchise Receivable not being a legal, valid and
         binding obligation of such Obligor, enforceable against such Obligor in
         accordance with its terms);

                  (K) any  failure of the  Borrower  or the  Servicer  or any of
         their respective agents or  representatives  to remit to the Collection
         Account any Collections;

                  (L) the commingling of Collections with any other funds; or

                  (M) any  investigation,  litigation or  proceeding  related to
         this Agreement,  any other Basic Document or the use of proceeds of the
         Advances.


                  (b)......Any    Indemnified    Amounts    subject    to    the
indemnification provisions of this Section 11.1 shall be paid in accordance with
Article VI, to the extent that funds are available  therefor in accordance  with
the provisions of Article VI.

         SECTION 11.2......Indemnities by the Servicer.

                  (a)......Without limiting any other rights that an Indemnified
Party may have hereunder or under  applicable law, the Servicer hereby agrees to
indemnify  each  Indemnified  Party  from and  against  any and all  Indemnified
Amounts that may be imposed on,  incurred by or asserted  against an Indemnified
Party in any way  arising  out of or  relating  to any breach of the  Servicer's
obligations under this Agreement excluding,  however, Indemnified Amounts to the
extent resulting from gross negligence or willful misconduct on the part of such
Indemnified  Party.  Without  limiting or being  limited by the  foregoing,  the
Servicer  shall  pay on  demand to each  Indemnified  Party any and all  amounts
necessary  to  indemnify  such  Indemnified  Party from and  against any and all
Indemnified Amounts relating to or resulting from:

                  (i) the  failure of any  representation  or  warranty  made or
         deemed  made by the  Servicer  (or  any of its  officers)  under  or in
         connection  with any Basic Document or any report or other  information
         delivered by the Servicer pursuant hereto to be true and correct in all
         respects when made or deemed made or delivered;
                  (ii) the  failure  by the  Servicer  to comply  with any term,
         provision or covenant  applicable  to the Servicer and contained in any
         Basic Document or any agreement  executed by it in connection  with any
         Basic  Document or with any  applicable  law, rule or  regulation  with
         respect to any Pledged Receivable;
                  (iii) the failure to vest and maintain  vested in the Borrower
         legal and equitable title to and ownership of all Receivables that are,
         or  are  purported  to  be,  Pledged  Receivables,  together  with  all
         Collections in respect thereof,  free and clear of any Adverse Claim or
         Restrictions  on  Transferability  whether  existing at the time of the
         funding of such Pledged  Receivable or at any time  thereafter,  and to
         vest and  maintain  vested  in the  Collateral  Agent a first  priority
         perfected security interest in the Collateral;
                  (iv) with respect to any Real  Property that is the subject of
         a  Franchise  Lease,  the  failure to vest and  maintain  vested in the
         Borrower  legal  and  equitable  title to and  ownership  of such  Real
         Property,  free and  clear of any  Adverse  Claim  or  Restrictions  on
         Transferability  (except for Permitted Liens),  whether existing at the
         time of purchase of such Real Property or at any time  thereafter,  and
         to maintain vested in the Collateral  Agent a first priority  perfected
         lien on and security interest in such Real Property;
                  (v) any negligent  action or willful  misconduct  taken by, or
         negligent  omission  of, the  Servicer  with  respect to any  Franchise
         Receivable;
                  (vi) any  failure  of the  Servicer  or any of its  agents  or
         representatives to remit to the Collection Account any Collections;
                  (vii) the commingling of Collections with any other funds; or
                  (viii)  the  failure  of any  Franchise  Receivables  which is
         treated as or represented to be a Pledged  Receivable to be an Eligible
         Receivable.

                  (b)......Any    Indemnified    Amounts    subject    to    the
indemnification provisions of this Section 11.2 shall be paid to the Indemnified
Party within five (5) Business Days following demand therefor.

                                   ARTICLE XII

                                  MISCELLANEOUS
         SECTION 12.1......Notices, etc.

                  All notices and other  communications  provided for  hereunder
shall, unless otherwise stated herein, be in writing (including communication by
facsimile copy) and mailed,  transmitted or delivered,  as to each party hereto,
at its address set forth on Schedule 7 hereto or at such other  address as shall
be designated by such party in a written notice to the other parties hereto.  In
the case of any notice or  communication  sent by a party to the Borrower,  such
party shall send a copy to the  Servicer.  All such  notices and  communications
shall be effective  upon  receipt,  or in the case of notice by facsimile  copy,
when verbal  communication of receipt is obtained,  provided,  however,  that no
notice or  communication  sent  pursuant to Article II shall be effective  until
received.

         SECTION 12.2......Binding Effect; Assignability; Termination.

                  This Agreement  shall be binding upon and inure to the benefit
of the Borrower,  the Servicer,  the Lender, the Hedge Counterparties,  the Deal
Agent and  their  respective  permitted  successors  and  assigns.  Neither  the
Borrower  nor the  Servicer  may  assign  any of their  rights  and  obligations
hereunder or any interest  herein (i) without the prior  written  consent of the
Collateral  Agent and the Deal Agent,  except that the Servicer may delegate the
performance  of its duties  hereunder to an  Affiliate of the Servicer  with the
prior,  written  consent  of the Deal  Agent  (which  will not  unreasonably  be
withheld),  provided that,  notwithstanding  any such  delegation,  the Servicer
shall remain primarily liable for the performance of its obligations  hereunder,
and (ii) if such  assignment may result in a withdrawal or reduction of the then
current  rating by each  Rating  Agency of  Neptune's  commercial  paper  notes,
without the confirmation in writing from each Rating Agency that such assignment
will not result in any such  withdrawal or reduction of the then current rating.
The Lender,  the Hedge  Counterparties,  the Collateral Agent and the Deal Agent
may,  at any  time,  assign  any of  their  respective  rights  and  obligations
hereunder or interest herein to an Eligible Assignee. Any such Eligible Assignee
may at any time further assign its rights and obligations hereunder or interests
herein to an Eligible  Assignee.  This Agreement shall create and constitute the
continuing  obligations of the parties hereto in accordance with its terms,  and
shall remain in full force and effect until its termination;  provided, that the
rights  and  remedies  with  respect  to any  breach of any  representation  and
warranty  made by the  Borrower or the  Servicer  pursuant to Article IV and the
indemnification  and payment  provisions of Article XI shall be  continuing  and
shall survive any termination of this Agreement.

         SECTION 12.3......Costs, Expenses and Taxes.

                  (a)......In  addition to the rights of  Indemnification  under
Article XI hereof,  the Borrower agrees to pay upon demand all reasonable  costs
and  expenses  incurred by the Lender,  the Deal Agent or the  Collateral  Agent
("Other  Costs")  in  connection  with the  administration  (including  periodic
auditing, Rating Agency fees, modification and amendment) of the Basic Documents
and  the  other  documents  to  be  delivered  hereunder,   including,   without
limitation,  the reasonable fees and  out-of-pocket  expenses of counsel for the
Lender,  the Deal Agent and the  Collateral  Agent  with  respect  thereto.  The
Borrower  further  agrees to pay within ten (10)  Business Days after demand all
reasonable  costs,  counsel fees and expenses in connection with the enforcement
by the  Deal  Agent  against  the  Borrower  or the  Servicer  (whether  through
negotiation,  legal  proceedings  or otherwise)  of the Basic  Documents and the
other  agreements and documents to be delivered  hereunder,  including,  without
limitation,  reasonable  counsel  fees  and  expenses  in  connection  with  the
enforcement of rights under this Section 12.3 in accordance  with the provisions
of Article VI to the extent  that funds are  available  therefor  in  accordance
therewith.


                  (b)......In  addition,   the  Borrower  shall  pay  on  demand
(subject to Section  5.1(j))  any present or future  stamp,  sales,  excise,  or
documentary taxes or fees or any other property taxes, charges or similar levies
that arise from any payment made  hereunder or from the  execution,  delivery or
registration of, performing under, or otherwise with respect to, this Agreement,
or which are  payable in  connection  with the  execution,  delivery,  filing or
recording  of the  Basic  Documents  or the  other  agreements  to be  delivered
hereunder. The Borrower agrees to indemnify and save each Indemnified Party from
and against any and all liabilities  with respect to or resulting from any delay
in paying or omission to pay such fees.


                  (c)......If  the Borrower or the Servicer fails to perform any
agreement or obligation  contained herein, the Lender,  any Hedge  Counterparty,
the Collateral Agent or the Deal Agent may (but shall not be required to) itself
perform, or cause performance of, such agreement or obligation, and the expenses
of such party  incurred in  connection  therewith  shall be payable by the party
which has failed to so perform upon such party's demand therefor.

         SECTION 12.4......The Deal Agent.

                  The terms and provisions of Exhibit J with respect to the Deal
Agent are hereby incorporated by reference.

         SECTION 12.5......Confidentiality.

                  (a)......Each  of the parties to this Agreement shall maintain
and shall  cause  each of its  employees,  managers,  members  and  officers  to
maintain  the  confidentiality  of this  Agreement  (and all  drafts  hereof and
documents ancillary thereto) and the other confidential  proprietary information
with  respect  to the  other  parties  hereto  and their  respective  businesses
obtained  by it or them in  connection  with the  structuring,  negotiating  and
execution  of the  transactions  contemplated  herein and agree not to disclose,
deliver or  otherwise  make  available  to any third party  (other than to their
employees,  managers, members or officers, each of whom shall be informed of the
confidential  nature of any such information) the original or any copy of all or
any  part of this  Agreement  (or  any  draft  hereof  and  documents  ancillary
thereto), except that each such party and its employees,  managers,  members and
officers may disclose  such  information  (i) to its  external  accountants  and
attorneys,  or as  required  by  applicable  law,  any order of any  judicial or
administrative  proceeding,  or as required to be filed with the  Securities and
Exchange Commission, (ii) to any third party which the Borrower, the Servicer or
any Transferring  Affiliate  reasonably believes may become an Obligor, or (iii)
in cases  where the  provider of such  information  shall  otherwise  consent in
writing.

                  (b)......Anything herein to the contrary notwithstanding,  the
Borrower and the Servicer  hereby  consent to the  disclosure  of any  nonpublic
information  with  respect  to them (i) by the Deal  Agent or the  Lender to any
prospective  or actual  Eligible  Assignee of either of them or (ii) by the Deal
Agent or the Lender to any Rating Agency, commercial paper dealer or provider of
a credit or  liquidity  enhancement  and to any  employees,  managers,  members,
officers,  outside  accountants and attorneys of any of the foregoing,  provided
each such Person is informed of the confidential  nature of such information and
agrees to be bound hereby.

         SECTION 12.6......No Proceedings.

                  Each of the Borrower, the Deal Agent, the Servicer, the Lender
and the Hedge  Counterparties  hereby agrees that it will not institute against,
join or cooperate with any other Person in instituting  against, or encourage or
solicit any other Person to institute  against,  Neptune any  proceedings of the
type referred to in the definition of "Event of Bankruptcy"  hereunder until one
year and one day shall have elapsed since the last day on which any of Neptune's
commercial paper notes remained outstanding .

         SECTION 12.7......Amendments; Waivers; Consents.

                  No modification, amendment or waiver of or with respect to any
provision of the Basic Documents (other than Pledged  Receivables),  nor consent
to any  departure  by the  Borrower  or the  Servicer  from any of the  terms or
conditions thereof,  shall be effective unless it shall be in writing and signed
by the Deal  Agent,  as agent for the  Lender.  Any waiver or  consent  shall be
effective only in the specific  instance and for the purpose for which given. No
consent to or demand on the Borrower, any Transferring Affiliate or the Servicer
in any case shall, in itself,  entitle it to any other consent or further notice
or  demand in  similar  or other  circumstances.  The  Basic  Documents  and the
documents  referred to therein embody the entire  agreement  among the Borrower,
the Lender,  the Deal Agent, the Collateral Agent and the Servicer and supersede
all  prior  agreements  and  understandings  relating  to  the  subject  hereof.
Notwithstanding  the  foregoing  provisions  of this Section 12.7, no amendment,
waiver or other  modification  of any provision of this Agreement that otherwise
meets the  requirements  of this  Section  12.7 shall be  effective  without the
written consent of a Hedge Counterparty if the effect of that amendment,  waiver
or modification would be to diminish or impair the rights, interests or benefits
provided to it as a Hedge  Counterparty under the Basic Documents or to increase
its obligations as a Hedge Counterparty under the Basic Documents.

         SECTION 12.8......GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
                           JURY TRIAL.

                  (a)......THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH,  THE LAW OF THE  STATE  OF NEW  YORK  (WITHOUT  REGARD  TO THE
CONFLICT OF LAW PROVISIONS THEREOF).


                  (b)......EACH  OF THE PARTIES TO THIS AGREEMENT HEREBY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
UNITED  STATES  DISTRICT  COURT  LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK
CITY,  AND EACH  WAIVES  PERSONAL  SERVICE  OF ANY AND ALL  PROCESS  UPON IT AND
CONSENTS  THAT ALL SUCH  SERVICE  OF  PROCESS BE MADE BY  REGISTERED  MAIL,  AND
SERVICE SO MADE SHALL BE DEEMED TO BE  COMPLETED  FIVE DAYS AFTER THE SAME SHALL
HAVE BEEN DEPOSITED IN THE U.S. MAILS,  POSTAGE PREPAID.  EACH OF THE PARTIES TO
THIS AGREEMENT HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY
OBJECTION  TO VENUE OF ANY ACTION  INSTITUTED  HEREUNDER,  AND  CONSENTS  TO THE
GRANTING  OF SUCH  LEGAL OR  EQUITABLE  RELIEF AS IS DEEMED  APPROPRIATE  BY THE
COURT.  NOTHING IN THIS SECTION  12.9(b)  SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS  AGREEMENT TO SERVE LEGAL  PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR
AFFECT ANY PARTY'S  RIGHT TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY
OTHER JURISDICTION.


                  (c)......TO  THE EXTENT  PERMITTED BY APPLICABLE  LAW, EACH OF
THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE
IN  RESOLVING  ANY  DISPUTE,  WHETHER  SOUNDING IN  CONTRACT,  TORT OR OTHERWISE
ARISING OUT OF, CONNECTED WITH, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT.
INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT
A JURY.

         SECTION 12.9......Execution in Counterparts; Severability.

                  This  Agreement  may be  executed  by the  parties  hereto  in
separate  counterparts,  each of which when so executed shall be deemed to be an
original and all of which when taken together shall  constitute one and the same
agreement.  In case any provision in or obligation under this Agreement shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision or obligation  shall not in any way be affected or impaired thereby in
such jurisdiction and the validity, legality and enforceability of the remaining
provisions  or  obligations,  or of such  provision or  obligation  shall not be
impaired thereby in any other jurisdiction.

         SECTION 12.10.....Descriptive Headings.

                  The  descriptive  headings  of the  various  sections  of this
Agreement are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.

         SECTION 12.11.....Recourse Against Certain Parties.

                  No recourse under or with respect to any obligation,  covenant
or  agreement  (including,  without  limitation,  the payment of any fees or any
other  obligations)  of the Lender or Hedge  Counterparty,  as contained in this
Agreement  or any other  agreement,  instrument  or document  entered into by it
pursuant hereto or in connection herewith shall be had against any administrator
of  such  Lender  or  Hedge   Counterparty  or  any   incorporator,   affiliate,
stockholder,  officer, employee or director of such Lender or Hedge Counterparty
or of any such  administrator,  as such, by the enforcement of any assessment or
by any legal or equitable proceeding,  by virtue of any statute or otherwise; it
being  expressly  agreed and  understood  that the  agreements of such Lender or
Hedge Counterparty  contained in this Agreement and all of the other agreements,
instruments  and documents  entered into by it pursuant  hereto or in connection
herewith are, in each case,  solely the corporate  obligations of such Lender or
Hedge  Counterparty,  provided that, in the case of the Lender, such liabilities
shall be paid only after the repayment in full of all of the Lender's commercial
paper notes and all other liabilities contemplated in the program documents with
respect to the Lender, and that no personal liability whatsoever shall attach to
or be incurred by any administrator of such Lender or Hedge  Counterparty or any
incorporator,  stockholder,  affiliate,  officer,  employee  or director of such
Lender or Hedge  Counterparty or of any such  administrator,  as such, or any of
them, under or by reason of any of the  obligations,  covenants or agreements of
such Lender or Hedge  Counterparty  contained in this  Agreement or in any other
such instruments,  documents or agreements,  or which are implied therefrom, and
that any and all personal  liability of every such  administrator of such Lender
or Hedge Counterparty and each incorporator,  stockholder,  affiliate,  officer,
employee  or  director  of such  Lender  or  Hedge  Counterparty  or of any such
administrator, or any of them, for breaches by such Lender or Hedge Counterparty
of any such  obligations,  covenants or  agreements,  which  liability may arise
either at common law or at equity, by statute or constitution,  or otherwise, is
hereby  expressly  waived as a  condition  of,  and in  consideration  for,  the
execution of this Agreement.  The provisions of this Section 12.11 shall survive
the termination of this Agreement.

            [THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]



<PAGE>


         IN WITNESS WHEREOF,  the parties have caused this Franchise  Receivable
Funding and  Servicing  Agreement  to be executed by their  respective  officers
thereunto duly authorized, as of the date first above written.

SERVICER:         CNL FINANCIAL SERVICES, LP, as Servicer
<TABLE>
<CAPTION>

<S> <C>
                                                     By:      CNL FINANCIAL SERVICES GP CORP,
                                                              its general partner


                                                     By: _________________________________________________________
                                                              Name:
                                                              Title:

BORROWER:_________CNL APF PARTNERS, LP, as Borrower
                                                     By:      CNL APF GP CORP., its general partner


                                                     By:__________________________________________________________
                                                              Name:
                                                              Title:

LENDER:                                              NEPTUNE FUNDING CORPORATION,
                                                     as Lender
                                                     By:      COOPERATIEVE CENTRALE
                                                              RAIFFEISEN - BOERENLEENBANK,
                                                              B.A., "RABOBANK INTERNATIONAL,"
                                                              NEW YORK BRANCH, as attorney-in-fact


                                                     By:__________________________________________________________
                                                              Name:
                                                              Title:
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

<S> <C>


DEAL AGENT:                                          COOPERATIEVE CENTRALE RAIFFEISEN -
                                                     BOERENLEENBANK,   B.A.,  "RABOBANK  INTERNATIONAL",  NEW  YORK
                                                     BRANCH, as Deal Agent and Collateral Agent


                                                     By:__________________________________________________________
                                                              Name:
                                                              Title:


                                                     By:__________________________________________________________
                                                              Name:
                                                              Title:
</TABLE>


<PAGE>

                          [Schedule 1 to the Agreement]

                           LIST OF PLEDGED RECEIVABLES

                                   [Attached]


<PAGE>


                          [Schedule 2 to the Agreement]

                        CONCENTRATION LIMITS AND TIERING

(A)  Concentration  Limits with  respect to types of  Franchise  Loans  (without
     duplication) shall be as follows:

         (i)      the  aggregate   Receivable  Basis  of  all  Enterprise  Loans
                  included in the Collateral shall be no greater than 35% of the
                  Maximum Funded Collateral Amount; and

         (ii)     the  aggregate  Receivable  Basis of all  Ground  Lease  Loans
                  included in the Collateral shall be no greater than 50% of the
                  Maximum Funded Collateral  Amount,  and when combined with the
                  aggregate Outstanding Balance of all Enterprise Loans included
                  Collateral  shall be no greater than 70% of the Maximum Funded
                  Collateral Amount.

(B)  Concentration Limits by Tier (without duplication) shall be as follows:

         (i)      with respect to each Obligor of an Eligible Receivable arising
                  in connection  with a Tier I Approved  Concept,  the aggregate
                  Receivable  Basis of all Eligible  Receivables with respect to
                  such  Obligor or any  consolidated  Affiliate  of such Obligor
                  included in the Collateral shall be no greater than 15% of the
                  Maximum Funded Collateral Amount;

         (ii)     with respect to each Obligor of an Eligible Receivable arising
                  in connection with a Tier II Approved  Concept,  the aggregate
                  Receivable  Basis of all Eligible  Receivables with respect to
                  such  Obligor or any  consolidated  Affiliate  of such Obligor
                  included in the Collateral shall be no greater than (A) in the
                  case of  IHOP  Properties,  Inc.,  15% of the  Maximum  Funded
                  Collateral Amount, (B) in the case of Foodmaker,  Inc., 20% of
                  the Maximum  Funded  Collateral  Amount and (C) in the case of
                  any  other  Obligor,  10% of  the  Maximum  Funded  Collateral
                  Amount;

         (iii)    with respect to each Obligor of an Eligible Receivable arising
                  in connection with a Tier III Approved Concept,  the aggregate
                  Receivable  Basis of all Eligible  Receivables with respect to
                  such  Obligor or any  consolidated  Affiliate  of such Obligor
                  included in the Collateral shall be no greater than 10% of the
                  Maximum Funded Collateral Amount;

         (iv)     with respect to each Obligor of an Eligible Receivable arising
                  in connection with a Tier IV Approved  Concept,  the aggregate
                  Receivable  Basis of all Eligible  Receivables with respect to
                  such  Obligor or any  consolidated  Affiliate  of such Obligor
                  included in the  Collateral  shall be no greater  than 7.5% of
                  the Maximum Funded Collateral Amount;

         (v)      the  aggregate  Receivable  Basis of the Eligible  Receivables
                  included in the Collateral arising in connection with Approved
                  Concepts  included in a single  Tier shall be no greater  than
                  (A) 100% of the Maximum Funded  Collateral  Amount in the case
                  of Tier I, (B) 50% of the Maximum Funded  Collateral Amount in
                  the case of Tier II, (C) 30% of the Maximum Funded  Collateral
                  Amount  in the  case  of Tier  III and (D) 20% of the  Maximum
                  Funded Collateral Amount in the case of Tier IV; and

         (vi)     with respect to any Approved Concept, the aggregate Receivable
                  Basis of all Eligible  Receivables  arising in connection with
                  such Approved  Concept and included in the Collateral shall be
                  no  greater  than  (A)  in the  case  of an  Approved  Concept
                  included  in  Tier I,  40% of the  Maximum  Funded  Collateral
                  Amount,  (B) in the case of an  Approved  Concept  included in
                  Tier II, 25% of the Maximum Funded Collateral  Amount,  (C) in
                  the  case of an  Approved  included  in Tier  III,  15% of the
                  Maximum  Funded  Collateral  Amount  and (D) in the case of an
                  Approved  Concept  included  in Tier  IV,  15% of the  Maximum
                  Funded Collateral Amount.

         To  the  extent  the  aggregate   Receivable   Basis  of  the  Eligible
         Receivables  which are the subject of any  Concentration  Limit  exceed
         such Concentration Limit, the amount of such excess shall constitute an
         "Excess Concentration Amount" for purposes of the Agreement.

<PAGE>


                          [Schedule 3 to the Agreement]

                                APPROVED CONCEPTS

                                   [Attached]

<PAGE>

                          [Schedule 4 to the Agreement]

          LIST OF LOCKBOX ACCOUNT BANKS, LOCKBOXES AND LOCKBOX ACCOUNTS


                 Lockbox Account Bank: First Union National Bank
       Lockbox: P.O. Box Number 930191 in Atlanta, Georgia, zip code 31193
                Lockbox Account: Checking Account #2000007802872

<PAGE>


                         [Schedule 5 to the Agreement]

            LICENSES AND PERMITS OF BORROWER AND SERVICER APPLIED FOR
                              BUT NOT YET OBTAINED

                                      NONE.

<PAGE>


                          [Schedule 6 to the Agreement]

                          TRADE NAMES AND FORMER NAMES

                                      NONE.

<PAGE>


                          [Schedule 7 to the Agreement]

                       ADDRESSES FOR NOTICES/UCC LOCATIONS

CNL APF PARTNERS, LP
450 E. South Street
Orlando, FL 32801-2878
Attention:  Treasurer
Facsimile No.:  (407) 425-9876
Telephone No.:  (407) 650-1067

CNL FINANCIAL SERVICES, LP
450 E. South Street
Orlando, FL 32801-2878
Attention:  Chief Financial Officer
Facsimile No.:  (407) 425-9876
Telephone No.:  (407) 650-1067

NEPTUNE FUNDING CORPORATION c/o Global Securitization Services, LLC 25 West 43rd
Street, Suite 704
New York, New York 10036
Attention:  Andrew L. Stidd
Facsimile  No.:  (212) 302-8767
Confirmation No.:  (212) 302-8330

with a copy to:

NEPTUNE FUNDING CORPORATION
c/o Rabobank International, New York Branch
as Administrator
245 Park Avenue
New York, New York 10167
Attention:  Chris Kortlandt
Facsimile No.:  (212) 922-0969
Confirmation No.:  (212) 916-7810

COOPERATIEVE CENTRALE RAIFFEISEN-
   BOERENLEENBANK, B.A., "RABOBANK
    INTERNATIONAL", NEW YORK BRANCH
245 Park Avenue
New York, New York 10167
Attention:  Tom Dawe
Facsimile No.:  (212) 922-0969
Confirmation No.:  (212) 916-7810


<PAGE>


                          [Exhibit A to the Agreement]

                    FORM OF BORROWER NOTICE - Funding Request

                                  [Insert Date]

Neptune Funding Corporation
Attention:

Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,
  "Rabobank International", New York Branch ("Rabobank"),
as Deal Agent
Attention:

                  Re:......Franchise Receivable Funding and Servicing Agreement,
                           dated as of October 14, 1999

Ladies and Gentlemen:


                  This  notice  is  given  pursuant  to  Section  2.2(a)  of the
Franchise  Receivable Funding and Servicing  Agreement,  dated as of October 14,
1999, (the "Agreement"),  among CNL APF Partners,  LP (the "Borrower"),  Neptune
Funding Corporation (the "Lender"), CNL Financial Services, LP (the "Servicer"),
and Rabobank (the "Deal Agent").  Capitalized terms used but not defined in this
notice have the meanings ascribed to such terms in the Agreement.


                  The Borrower  hereby  requests that the Lender make an Advance
to the  Borrower on  _______________,  199__  pursuant to Section  2.2(b) of the
Agreement in the amount of  $_______________  to be disbursed to the Borrower in
accordance  with Section 2.2(b) of the Agreement.  The Borrower  hereby confirms
that the  conditions set forth in Section 3.2 of the Agreement for the making of
such Advance have been met.


                  Attached  to this  notice  pursuant  to Section  2.2(e) of the
Agreement  is a report  prepared  by the  Servicer  containing  the  information
prescribed in such Section 2.2(e).

                                Very truly yours,

                                 CNL APF PARTNERS, LP

                                 By: CNL APF GP CORP., its general partner


                                 By: __________________________________
                                      Name:
                                      Title:

<PAGE>


                 FORM OF BORROWER NOTICE - Repayment of Advance

                                  [Insert Date]
Neptune Funding Corporation
Attention:

Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,
  "Rabobank International", New York Branch ("Rabobank"),
as Deal Agent
Attention:

                  Re:......Franchise Receivable Funding and Servicing Agreement,
                           dated as of October 14, 1999

Ladies and Gentlemen:


                  This  notice  is  given  pursuant  to  Section  2.2(a)  of the
Franchise  Receivable Funding and Servicing  Agreement,  dated as of October 14,
1999 (the  "Agreement"),  among CNL APF Partners,  LP (the "Borrower"),  Neptune
Funding Corporation (the "Lender"),  CNL Financial Services, LP (the "Servicer")
and Rabobank (the "Deal Agent").  Capitalized terms used but not defined in this
notice have the meanings ascribed to such terms in the Agreement.


                  The  Borrower  hereby  notifies  the Lender and the Deal Agent
that on ___________________, 19__ (which is a Business Day) the Borrower intends
to repay  $_______________  of Advances  currently  outstanding  to the Borrower
pursuant  to  Section  2.6 of the  Agreement,  including  (i) all Note  Interest
accrued on the  principal  amount of Advances  being repaid  through the date of
repayment, and (ii) any and all Breakage Costs payable under Section 2.11 of the
Agreement.

                                Very truly yours,

                                  CNL APF PARTNERS, LP

                                  By: CNL APF GP CORP., its general partner


                                  By: __________________________________
                                      Name:
                                     Title:

<PAGE>



              FORM OF BORROWER NOTICE - Reduction of Program Amount

                                  [Insert Date]

Neptune Funding Corporation
Attention:

Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,
  "Rabobank International", New York Branch ("Rabobank"),
  as Deal Agent
Attention:

                  Re:......Franchise Receivable Funding and Servicing Agreement,
                           dated as of October 14, 1999

Ladies and Gentlemen:


                  This  notice  is  given  pursuant  to  Section  2.2(a)  of the
Franchise  Receivable Funding and Servicing  Agreement,  dated as of October 14,
1999 (the  "Agreement"),  among CNL AFP Partners,  LP (the "Borrower"),  Neptune
Funding Corporation (the "Lender"),  CNL Financial Services, LP (the "Servicer")
and Rabobank (the "Deal Agent").  Capitalized terms used but not defined in this
notice have the meanings ascribed to such terms in the Agreement.


                  The Borrower  hereby  irrevocably  notifies the Lender and the
Deal Agent pursuant to Section 2.3 of the Agreement that on  __________________,
199_  (which is a  Business  Day at least  thirty  (30) days after the date this
notice is given) the Program Amount shall be reduced to  $______________.  After
such  reduction,  the  Program  Amount  will  not be  less  than  the  aggregate
outstanding  principal  balance  of the  Advances  after  giving  effect to, and
conditioned upon, the repayment of Advances set forth in the attached notice.

                                Very truly yours,

                                    CNL APF PARTNERS, LP

                                    By: CNL APF GP CORP., its general partner


                                    By: __________________________________
                                        Name:
                                        Title:


<PAGE>



             FORM OF BORROWER NOTICE - Termination of Program Amount

                                  [Insert Date]

Neptune Funding Corporation
Attention:

Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,
  "Rabobank International", New York Branch ("Rabobank"),
as Deal Agent
Attention:

                  Re:......Franchise Receivable Funding and Servicing Agreement,
                           dated as of October 14, 1999

Ladies and Gentlemen:


                  This  notice  is  given  pursuant  to  Section  2.2(a)  of the
Franchise  Receivable Funding and Servicing  Agreement,  dated as of October 14,
1999 (the  "Agreement"),  among CNL APF Partners,  LP (the "Borrower"),  Neptune
Funding Corporation (the "Lender"),  CNL Financial Services, LP (the "Servicer")
and Rabobank (the "Deal Agent").  Capitalized terms used but not defined in this
notice have the meanings ascribed to such terms in the Agreement.


                  The Borrower  hereby  irrevocably  notifies the Lender and the
Deal Agent pursuant to Section 2.3 of the Agreement  that on  _________________,
199_ (which is a Business  Day at least five (5) days after the date this notice
is  given)  the  Program  Amount  shall be  reduced  to zero and the  Commitment
terminated.

                                Very truly yours,

                                      CNL APF PARTNERS, LP

                                      By: CNL APF GP CORP., its general partner


                                      By: __________________________________
                                          Name:
                                          Title:


<PAGE>



                                   Exhibit A-1
                        Form of FINAL Transaction Summary

                                   [Attached]

<PAGE>


                             Exhibit B to Agreement

                            SETTLEMENT AGENT'S LETTER

                                   [Attached]



<PAGE>


                            [Exhibit C to Agreement]

                                  FORM OF NOTE

$147,000,000.00                                                   [Insert Date]


                  FOR VALUE RECEIVED,  CNL APF Partners,  LP, a Delaware limited
partnership  (the  "Borrower"),  promises to pay to Neptune Funding  Corporation
(the  "Lender"),  or  registered  assigns,  the  principal  sum of  ONE  HUNDRED
FORTY-SEVEN MILLION DOLLARS  ($147,000,000.00) or, if less, the unpaid principal
amount of the aggregate  loans  ("Advances")  made by the Lender to the Borrower
pursuant to the  Agreement  (as  defined  below),  as set forth on the  attached
Schedule, on the dates specified in Section 2.6 of the Agreement, and to pay the
Note Interest (as defined in the  Agreement) on the unpaid  principal  amount of
this Note on each day that such unpaid  principal  amount is  outstanding on the
dates specified in Section 2.7 of the Agreement.


                  This Note is issued  pursuant to Section 2.5 of the  Franchise
Receivable  Funding and  Servicing  Agreement,  dated as of October 14, 1999 (as
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Agreement"),  among the  Borrower,  CNL  Financial  Services,  LP, as Servicer,
Neptune      Funding      Corporation,       and      Cooperatieve      Centrale
Raiffeisen-Boerenleenbank,  B.A.  "Rabobank  International",  New  York  Branch.
Capitalized  terms used but not defined in this Note are used with the  meanings
ascribed to them in the Agreement.


                  Notwithstanding  any other provisions  contained in this Note,
if at any time the Note Interest  payable by the Borrower under this Note,  when
combined  with any and all  other  charges  provided  for in this  Note,  in the
Agreement  or in any other  document  (to the extent  such other  charges  would
constitute interest for the purpose of any applicable law limiting interest that
may be charged on this Note),  exceeds the highest rate of interest  permissible
under  applicable law (the "Maximum  Lawful Rate"),  then so long as the Maximum
Lawful  Rate would be  exceeded  the rate of  interest  under this Note shall be
equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest
payable under this Note is less than the Maximum Lawful Rate, the Borrower shall
continue to pay interest  under this Note at the Maximum  Lawful Rate until such
time as the total  interest paid by the Borrower is equal to the total  interest
that would have been paid had  applicable  law not  limited  the  interest  rate
payable  under this Note. In no event shall the total  interest  received by the
Lender under this Note exceed the amount which the Lender  could  lawfully  have
received had the interest due under this Note been calculated  since the date of
this Note at the Maximum Lawful Rate.


                  Payments  of the  principal  of,  premium,  if any,  and  Note
Interest on this Note shall be made by the Borrower to the holder hereof by wire
transfer of immediately  available  funds by 11:00 a.m. (New York City time), in
the manner and at the address  specified for such purpose as provided in Section
2.9 of the  Agreement,  or in such manner or at such other address as the holder
of this Note shall have  specified in writing by the Borrower for such  purpose,
without the presentation or surrender of this Note or the making of any notation
on this Note.


                  If any payment under this Note falls due on a day which is not
a Business  Day,  then such due date shall be  extended  to the next  succeeding
Business Day and Note Interest shall be payable on any principal so extended.


                  The Borrower expressly waives presentment,  demand, diligence,
protest and all notices of any kind whatsoever with respect to this Note.


                  This Note is secured by the security  interests granted to the
Collateral Agent pursuant to the Agreement,  the holder of this Note is entitled
to the benefits of the Agreement and may enforce the  agreements of the Borrower
contained  in the  Agreement  and  exercise  the  remedies  provided  for by, or
otherwise  available in respect of, the  Agreement,  all in accordance  with the
terms of the  Agreement.  If a Termination  Event shall occur and be continuing,
the unpaid  balance of the  principal of this Note,  together  with accrued Note
Interest,  may be declared and become due and payable in the manner and with the
effect provided in the Agreement.


                  The  liability of the  Borrower  under this Note is limited as
set forth in Section 8.5 of the Agreement.


                  THIS NOTE SHALL BE GOVERNED BY, AND  CONSTRUED  IN  ACCORDANCE
WITH, THE INTERNAL LAWS (WITHOUT APPLICATION OF ITS CONFLICT OF LAWS PROVISIONS)
OF THE STATE OF NEW YORK.


                  IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be
signed and  delivered  by its duly  authorized  officer as of the date set forth
above.

                           CNL APF PARTNERS, LP

                           By:      CNL APF GP Corp., its general partner


                           By:      _____________________________________
                                    Name:
                                    Title:




<PAGE>


                                Schedule to Note

<TABLE>
<CAPTION>

<S> <C>
------------------------------- ---------------------------- ---------------------------- ============================
Date of                         Principal                    Principal                    Outstanding Principal
Advance or                      Amount of                    Amount of                    Amount
Repayment                       Advance**                    Repayment
------------------------------- ---------------------------- ---------------------------- ============================
</TABLE>



<PAGE>

                            [Exhibit D to Agreement]

                           LIST OF LITIGATION MATTERS



  Marvin A. Leffingwell, d/b/a Leffingwell Electric vs. CNL APF Partners, L.P.

           Iowa District Court, Webster County, Case No. LA CV 306796

<PAGE>


                            [Exhibit E to Agreement]

                 FORM OF OFFICER'S CERTIFICATE AS TO INSOLVENCY


                  I........After reasonable investigation, and consultation with
all necessary  parties,  a review of the relevant Basic Documents,  to which the
Company  is  a  party,  and  additional  relevant  documents  and  records,  the
undersigned hereby certifies, warrants and represents that:


                  II.......The  undersigned is the ________ of CNL APF GP Corp.,
the general partner of CNL APF Partners, LP (the "Company").  The undersigned is
authorized  to make the  hereinafter  stated  representations,  warranties,  and
certifications on behalf of the Company.


                  III......The  Company will borrow sums under the Agreement (as
defined  below) and,  to secure  repayment  of such sums and the other  Borrower
Secured  Obligations,  the  Company  will  grant  a  Security  interest  to  the
Collateral Agent in that Collateral.


                  IV.......In connection with its borrowings under the Agreement
the Company will enter into certain Hedging Instruments.


                  V........The  Company has the legal power and authority to act
under the Basic Documents.


                  VI.......The  Company has the requisite power and authority to
own and  operate its  property,  to enter into the Basic  Documents  and Hedging
Instruments, and to carry out the transactions contemplated thereby.


                  VII......The execution, delivery, and performance of the Basic
Documents and Hedging Instruments, payment of the Loan and amounts due under the
Hedging Instruments,  and the granting of the security interests provided for in
the Basic  Documents  have been duly  authorized by all necessary  action on the
part of the Company.


                  VIII.....The execution, delivery, and performance of the Basic
Documents and the Hedging  Instruments,  the granting of the security  interests
provided  for in the  Basic  Documents  and  the  Hedging  Instruments,  and the
consummation of the transactions  contemplated by the Agreement, the other Basic
Documents  and the  Hedging  Instruments  do not violate  any  provision  of the
certificate of limited  partnership or partnership  agreement of the Company, or
any  order,  judgment  or decree of any  Governmental  Authority  binding on the
Company.


                  IX.......The  Basic  Documents  and  the  Hedging  Instruments
constitute  valid  and  legally  binding  obligations  of the  Company  and  are
enforceable in accordance  with their terms,  subject to applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
rights generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


                  X........The  Company is not currently in bankruptcy,  and has
no present  intent to file a voluntary  petition (or consent to the filing of an
involuntary petition) under the Bankruptcy Code or commence any other proceeding
under any applicable bankruptcy, insolvency or other similar law.


                  XI.......The  Company  is in sound  financial  condition,  has
adequate capital to conduct its business,  is paying its debts as they come due,
and does not anticipate any difficulty in continuing to pay its debts.


                  XII......The  Company  is  not  insolvent,  and  will  not  be
rendered insolvent as a result of any contemplated transaction.  The Company was
not engaged in, is not engaged in, nor is it about to enter into,  a business or
transaction for which the property  remaining in its hands after the transaction
is or will be unreasonably small in relation to its business or transactions.


                  XIII.....The  Company  did not and  does not  intend  to incur
debts beyond its ability to pay such debts as they  mature,  and has not entered
into any transaction  with the actual intent to hinder,  delay or defraud either
present or future creditors or any other Person.


                  XIV......The  Company has made no assignment of accounts which
does not alone or in  conjunction  with other  assignments  to the same assignee
transfer a significant part of the outstanding  accounts of the Company, and the
Company  has made no  assignment  for the  benefit of all the  creditors  of the
Company.


                  XV.......There are no judgment liens, executions, tax liens or
levies,  ERISA liens,  other  nonconsensual  liens in the Company's  assets,  or
security interests against the Collateral,  other than those granted pursuant to
the Agreement.


                  Capitalized  terms used but not  defined  in this  Certificate
have the meanings ascribed to such terms in the Franchise Receivable Funding and
Servicing  Agreement,  dated as of October 14, 1999, among the Company,  Neptune
Funding  Corporation,  CNL  Financial  Services,  LP and  Cooperatieve  Centrale
Raiffeisen-Boerenleenbank, B.A., "Rabobank International", New York Branch.

<PAGE>



                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Certificate as of _______, 1999.

                        CNL APF PARTNERS, LP

                        By:      CNL APF GP CORP., its general partner

                        By:      _____________________________________
                                 Name:
                                 Title:

<PAGE>



                            [Exhibit F to Agreement]

                             FORM OF MONTHLY REPORT

                                   [Attached]

<PAGE>

                            [Exhibit G to Agreement]

                COPY OF SERVICER'S CREDIT AND COLLECTION POLICIES

                         [On File with Sidley & Austin]


<PAGE>
                            [Exhibit H to Agreement]

                             FORM OF ESTOPPEL LETTER
                          TENANT'S ESTOPPEL CERTIFICATE



                  THIS TENANT'S ESTOPPEL  CERTIFICATE  ("Certificate")  is given
this _____ day of ________________________, 1999 by [TENANT] ("Tenant") in favor
of CNL APF Partners, LP, a Delaware limited partnership, with a principal office
and place of  business at 400 East South  Street,  Orlando,  Florida  32801-2878
Attention: Steven D. Shackelford, Chief Financial Officer ("Landlord").

                                R E C I T A L S:


                  A........Pursuant  to the terms and conditions of that certain
Lease Agreement ("Lease") dated [LEASE DATE],  Landlord leased to Tenant certain
real property in [COUNTY]  County,  [STATE]  ("Leased  Premises"),  which Leased
Premises are more  particularly  described in the Lease, and are also identified
as  [CONCEPT]  [UNIT #],  [CITY],  [STATE],  having a street  address of [STREET
ADDRESS], and more particularly described on Exhibit "A" attached hereto.


                  B........Subject  and pursuant to the terms and  conditions of
the Lease,  the Landlord intends to mortgage the Leased Premises to Cooperatieve
Centrale  Raffeisen-Boerenleenbank,  B.A.  ("Rabobank") and to assign all of its
right,  title  and  interest  in the Lease and the  rents  received  thereby  to
Rabobank as security for said mortgage.


                  C........As  a condition  precedent to accepting a mortgage to
the Leased  Premises and  accepting  an  assignment  of the Lease,  Rabobank has
requested that the Tenant execute and deliver this  Certificate  with respect to
the Lease.


                  NOW,  THEREFORE,  in consideration of the above premises,  the
Tenant hereby makes the following statements for the benefit of Rabobank:

                  1........The  Lease is in full force and effect as of the date
hereof.


                  2........The Lease has not been modified or amended (except as
shown on Exhibit "B" attached hereto, if applicable).


                  3........All  rents and other  charges due the  Landlord  have
been paid up to and including the date of __________________, 1999.


                  4........The  Tenant has no  knowledge  of any  default by the
Landlord,  nor does the Tenant have any claim  against the  Landlord  (except as
shown on Exhibit "C" attached hereto, if applicable).

         5._______The  Tenant  understands  and  acknowledges  that  Rabobank is
relying upon the  representations  set forth in this  Certificate,  and may rely
thereon in connection with the transactions described herein.


                  IN TESTIMONY  WHEREOF,  witness the signature of the Tenant as
of the day and year first set forth above.

         SECTION 12.12.....Signed, sealed and delivered in the
presence of the following witnesses:        [TENANT]

                                               By:
                                               Name:
                                               Title:


STATE OF _________
COUNTY OF ________

         The foregoing  instrument  was  acknowledged  before me this ____day of
_______,    1999   by    ____________________,    as    __________________    of
____________________,   a   __________________________,   on   behalf   of   the
_______________.  He/she is personally known to me or has produced  ____________
as identification and did not take an oath.


                                       Printed Name:
                                       Notary Public, State of
                                       Commission #:
                                       My commission expires:

                                                 (NOTARY SEAL)

<PAGE>


                                   EXHIBIT "A"

                     [Legal Description of Leased Premises]

<PAGE>


                                   EXHIBIT "B"

                  [Modifications/Amendments to Lease Agreement]

<PAGE>


                                   EXHIBIT "C"

                        [Defaults under Lease Agreement]

<PAGE>

                            [Exhibit I to Agreement]


                               SUCCESSOR SERVICER


                  1........The  Servicer  shall not resign from the  obligations
and duties hereby imposed on it except upon a  determination  by it that (a) the
performance of its duties  hereunder has become  impermissible  under applicable
law, and (b) there is no reasonable action which the Servicer could take to make
the performance of its duties  hereunder  permissible  under applicable law. Any
such determination permitting the resignation of the Servicer shall be evidenced
as to clause (a) above by an opinion of counsel to such effect  delivered to the
Deal  Agent.  No such  resignation  shall  become  effective  until a  successor
servicer shall have assumed the responsibilities and obligations of the Servicer
in accordance with subsection (b) of this Exhibit I.


                  2........In  connection with the termination of the Servicer's
responsibilities  under this Agreement pursuant to Section 9.2 or subsection (a)
of this  Exhibit I, the Deal Agent  shall  appoint a  successor  Servicer to the
Servicer   which   shall   succeed   to  all   rights  and  assume  all  of  the
responsibilities,  duties and  liabilities  of the Servicer under this Agreement
(such  successor  Servicer  being  referred  to as  the  "Successor  Servicer");
provided,  that the  Successor  Servicer  shall have no  responsibility  for any
actions  of the  Servicer  prior to the  date of its  appointment  as  Successor
Servicer. In selecting a Successor Servicer, the Deal Agent may obtain bids from
any potential  Successor  Servicer and may agree to any bid it deems appropriate
in its commercially reasonable judgment. The Successor Servicer shall accept its
appointment  by  executing,  acknowledging  and  delivering to the Deal Agent an
instrument in form and substance acceptable to the Deal Agent.

                  3........At  any time following the appointment of a Successor
Servicer:

                            (A) The Servicer  agrees that it will  terminate its
                  activities as Servicer hereunder in a manner acceptable to the
                  Deal Agent so as to  facilitate  the  transfer of servicing to
                  the Successor Servicer including,  without limitation,  timely
                  delivery  (x) to the  Collateral  Agent of any funds that were
                  required to be remitted to the Collateral Agent for deposit in
                  the Collection Account, and (y) to the Successor Servicer,  at
                  a place selected by the Successor  Servicer,  of all Servicing
                  Records  and other  information  with  respect to the  Pledged
                  Receivables.  The  Servicer  shall  account  for all funds and
                  shall execute and deliver such  instruments  and do such other
                  things  as may  reasonably  be  required  to  more  fully  and
                  definitely  vest and  confirm in the  Successor  Servicer  all
                  rights,  powers,  duties,  responsibilities,  obligations  and
                  liabilities of the Servicer.

                            (B) The Servicer shall terminate each  Sub-Servicing
                  Agreement  that may have been entered  into and the  Successor
                  Servicer  shall  not be  deemed  to  have  assumed  any of the
                  Servicer's  interest  therein or to have replaced the Servicer
                  as a party to any such Sub-Servicing Agreement.


                  4........Any  termination or resignation of the Servicer under
this  Agreement  shall not affect any claims that the Borrower,  the  Collateral
Agent, the Lender, any Hedge Counterparty or the Deal Agent may have against the
Servicer for events or actions taken or not taken by the Servicer  arising prior
to any such termination or resignation.



<PAGE>

                            [Exhibit J to Agreement]

                                 THE DEAL AGENT


                  1........The Lender hereby designates and appoints Rabobank as
Deal Agent  hereunder,  and  authorizes  the Deal Agent to take such  actions as
agent on its behalf and to  exercise  such powers as are  delegated  to the Deal
Agent by the terms of this Agreement together with such powers as are reasonably
incidental   thereto.   The  Deal   Agent   shall   not  have  any   duties   or
responsibilities,  except those  expressly  set forth  herein,  or any fiduciary
relationship  with  the  Lender  or  any  Hedge  Counterparty,  and  no  implied
covenants,  functions,  responsibilities,  duties, obligations or liabilities on
the part of the Deal Agent shall be read into this Agreement or otherwise  exist
for the Deal Agent. In performing its functions and duties  hereunder,  the Deal
Agent shall act solely as agent for the Lender and the Hedge  Counterparties and
does  not  assume  nor  shall  be  deemed  to have  assumed  any  obligation  or
relationship  of  trust  or  agency  with  or  for  the  Borrower  or any of its
successors  or assigns.  The Deal Agent shall not be required to take any action
that  exposes the Deal Agent to personal  liability  or that is contrary to this
Agreement or  applicable  law. The  appointment  and authority of the Deal Agent
hereunder shall terminate at the  indefeasible  payment in full of the Aggregate
Unpaids.


                  2........The  Deal Agent may execute  any of its duties  under
this Agreement by or through agents or  attorneys-in-fact  and shall be entitled
to advice of counsel  concerning all matters pertaining to such duties. The Deal
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.


                  3........Neither  the  Deal  Agent  nor any of its  directors,
officers,  agents or employees shall be (i) liable for any action lawfully taken
or omitted to be taken by it or them under or in connection  with this Agreement
(except  for  its,  their or such  Person's  own  gross  negligence  or  willful
misconduct),  or (ii)  responsible  in any  manner to any of the Lender or Hedge
Counterparties for any recitals, statements,  representations or warranties made
by the Borrower  contained  in this  Agreement  or in any  certificate,  report,
statement or other document referred to or provided for in, or received under or
in connection  with, this Agreement or for the value,  validity,  effectiveness,
genuineness,  enforceability  or  sufficiency  of this  Agreement  or any  other
document furnished in connection herewith, or for any failure of the Borrower to
perform its  obligations  hereunder,  or for the  satisfaction  of any condition
specified in Article III.  The Deal Agent shall not be under any  obligation  to
the Lender or Hedge Counterparty to ascertain or to inquire as to the observance
or performance of any of the agreements or covenants contained in, or conditions
of,  this  Agreement,  or to  inspect  the  properties,  books or records of the
Borrower.  The  Deal  Agent  shall  not  be  deemed  to  have  knowledge  of any
Termination Event unless the Deal Agent has received notice from the Borrower or
the Lender.


                  4........The  Deal  Agent  shall in all cases be  entitled  to
rely, and shall be fully protected in relying, upon any document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including,   without   limitation,   counsel  to  the  Borrower),   independent
accountants and other experts  selected by the Deal Agent.  The Deal Agent shall
in all cases be fully  justified in failing or refusing to take any action under
this Agreement or any other document furnished in connection  herewith unless it
shall first  receive such advice or  concurrence  of Neptune or all of the Hedge
Counterparties,  as  applicable,  as it deems  appropriate  or it shall first be
indemnified to its  satisfaction  by the Lender,  provided that unless and until
the Deal  Agent  shall have  received  such  advice,  the Deal Agent may take or
refrain from taking any action,  as the Deal Agent shall deem  advisable  and in
the best  interests of the Lender and the Hedge  Counterparties.  The Deal Agent
shall in all cases be fully  protected in acting,  or in refraining from acting,
in accordance with a request of Neptune or all of the Hedge  Counterparties,  as
applicable,  and such  request and any action  taken or failure to act  pursuant
thereto shall be binding upon the Lender.


                  5........The  Lender  and each  Hedge  Counterparty  expressly
acknowledges  that none of the Deal Agent,  or any of its  officers,  directors,
employees, agents,  attorneys-in-fact or affiliates has made any representations
or  warranties  to it  and  that  no  act by the  Deal  Agent  hereafter  taken,
including,  without limitation, any review of the affairs of the Borrower, shall
be deemed to constitute any  representation  or warranty by the Deal Agent.  The
Lender and each Hedge  Counterparty  represents  and  warrants to the Deal Agent
that it has and will,  independently and without reliance upon the Deal Agent or
the Hedge  Counterparties  and based on such documents and information as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,  operations,  property, prospects,  financial and other conditions and
creditworthiness  of the  Borrower  and made its own decision to enter into this
Agreement.


                  6........The  Deal Agent and its Affiliates may make loans to,
accept  deposits  from and  generally  engage in any kind of  business  with the
Borrower or any  Affiliate  of the Borrower as though the Deal Agent was not the
Deal Agent  hereunder.  With respect to the making of Advances  pursuant to this
Agreement,  the Deal Agent and its  Affiliates  shall  have the same  rights and
powers under this Agreement as the Lender and may exercise the same as though it
were  not the  Deal  Agent,  and  the  terms  "Lender",  "Lender's"  and  "Hedge
Counterparties" shall include the Deal Agent in its individual capacity.


                  7........The Deal Agent may, upon five (5) days' notice to the
Borrower,  the Lender, the Hedge  Counterparties,  and the Deal Agent will, upon
the  direction  of the Lender  (other  than the Deal  Agent,  in its  individual
capacity) and the Hedge  Counterparties  resign as Deal Agent. If the Deal Agent
shall resign, then the Lender during such 5-day period shall appoint a successor
agent. If for any reason no successor Deal Agent is appointed  during such 5-day
period,  then effective upon the termination of such five day period, the Lender
shall  perform all of the duties of the Deal Agent  hereunder  and the  Borrower
shall make all payments  thereafter  due and payable in respect of the Aggregate
Unpaids or under the Fee  Letter  directly  to the  Lender and for all  purposes
shall deal directly with the Lender. After any retiring Deal Agent's resignation
hereunder as Deal Agent,  the provisions of Articles VII and VIII shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Deal Agent under this Agreement.




            [THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]


<PAGE>


                            [Exhibit L to Agreement]

                            REQUIRED LEASE PROVISIONS


                  (References to "Borrower" below shall include the Transferring
Affiliate as applicable.)

                  1........Term: The initial term of the lease shall not be less
than 15 years.


                  2........Payment  of Taxes: The tenant must be responsible for
the payment of ad valorem real estate taxes and assessments  which may be levied
upon or  assessed  against  the  real  property  and the  improvements  situated
thereon, or arising from the use, occupancy or possession thereof.


                  3........Alterations:  In  the  case  where  a  tenant  is  to
construct a new restaurant  facility or repair an existing facility and Borrower
is to provide funds for such construction or repair, the lease must provide that
(i)  tenant's  construction  will comply  with all  applicable  laws,  rules and
regulations,  and (ii) tenant shall be responsible for the payment and discharge
of all mechanic's and materialmen's liens which are filed against the property.


                  4........Maintenance.   The  tenant  must  be  responsible  to
maintain the real property and improvements subject to the lease. The lease must
provide that  Borrower,  as landlord,  has no duty to repair the  restaurant and
tenant may not offset rent due under the lease for maintenance and repair costs.


                  5........Permitted Use: Tenant must be required to operate the
restaurant  at all  times in  compliance  with the  terms of the  lease  and all
applicable laws.


                  6........Operating  Expenses: Borrower, as landlord, must have
no obligation to pay operating expenses of the restaurant, and must not guaranty
the payment of such expenses to  franchisor  or any other third party.  Landlord
must not be liable for any  interruption  of  services  as a result of  tenant's
failure to pay such costs,  and tenant must be prohibited  from  offsetting rent
under  the  lease  as a result  of any  such  interruption  in  services  or its
business.


                  7........Casualty/Destruction:  The lease  must  provide  that
tenant is responsible to rebuild the restaurant and improvements in the event of
a casualty, except if the casualty occurs during a period near the conclusion of
the initial  term of the lease (as set forth in the lease) or at such other time
after the initial term as is set forth in the lease. The lease must provide that
if tenant is  obligated  to restore a damaged or  destroyed  restaurant,  tenant
shall  promptly  restore  the  restaurant  in a  manner  and with  materials  of
comparable quality to the original  construction (unless applicable law requires
otherwise) from insurance  proceeds,  and if insurance proceeds are insufficient
to cover restoration costs, tenant must be obligated to pay the difference.


                  8........Insurance:  The tenant must be  responsible to insure
the Real Property and  improvements  thereon which are the property of Borrower,
at its expense,  with hazard insurance and public liability insurance in amounts
determined by Borrower,  and with  deductibles and other coverages as determined
by Borrower. Borrower may approve self-insurance for any coverages.


                  9........Condemnation:  In the event of a partial condemnation
which  does not cause a  termination  of the  lease,  net  awards may be paid to
tenant to the extent necessary to repair/restore its restaurant, or as otherwise
provided in the lease. In the event of a partial taking which does not terminate
the lease,  the rent  payable by tenant for the balance of the lease term may be
adjusted accordingly.  Borrower must be entitled to receive any excess net award
without  further  obligation  under the lease to account for such proceeds after
payment of restoration costs.


                  10.......Encumbrances:  The lease may provide  that tenant may
encumber  tenant's  leasehold  interest  with a leasehold  mortgage only if such
leasehold mortgage is subordinate to Borrower's interest as landlord.


                  11.......Events  of Default:  The lease shall contain  default
provisions  stating  that the  following  events  are  events  of  default:  (i)
non-payment,  (ii) breach of representations,  covenants or agreements set forth
in the lease,  and (iii)  tenant's  voluntary  or  involuntary  bankruptcy,  and
curative periods may be included for any events of default.


                  12.......Remedies:  The  lease  must  grant the  Borrower  the
following remedies for events of default:  (i) the right to terminate the lease,
(ii) the right to reenter and repossess the restaurant facility, (iii) the right
to re-let the  restaurant  facility,  and (iv) the right to  collect  Borrower's
costs of enforcing its remedies.


                  13.......Landlord   Representations/Liability:   Borrower,  as
landlord,  must make no  representation  in the lease as to the condition of the
property or, if applicable,  compliance of any existing restaurant facility with
applicable laws and franchisor  standards.  Borrower,  as landlord,  must not be
liable  for  any  damages  suffered  by  the  tenant's   negligence  or  willful
misconduct.


                  14.......Indemnification:     The    lease    shall    contain
indemnification  provisions regarding the tenant's  indemnification of Borrower,
as  landlord,  against  all  claims  related  to:  (i) the  construction  of the
restaurant facility (if applicable),  (ii) operation of the restaurant facility,
(iii)  violations of  environmental  and  hazardous  waste laws  resulting  from
tenant's  operations  at the  property,  and (iv) third party claims of personal
injury or property damage relating to the tenant's operations at the property.


                  15.......Tenant's  Option to Purchase: In the event the tenant
is given an option to purchase  the Real  Property  and  improvements  which are
subject to a lease,  the  purchase  price will be the greater of the fair market
value thereof,  or not less than 115% of the lease Rent Cost Basis,  except that
with respect to Franchise Leases representing not more than 20% of the Aggregate
Eligible Loan Value and approved by the Deal Agent,  such requirement  shall not
apply.


                  16.......Termination  of the Lease:  Other than as a result of
destruction  of the  improvements  during the periods  described  in paragraph 7
above,  or as a result of  condemnation,  the tenant  must not be  permitted  to
terminate the lease.

<PAGE>


                            [Exhibit M to Agreement]

                     APPROVED ENVIRONMENTAL ASSESSMENT FIRMS


1.       AGRA Earth & Environmental, Inc.
2.       Allender Butzke Engineers Inc.
3.       American Environmental Corporation
4.       Ardaman & Associates, Inc.
5.       ASTEC, Environmental Services Division
6.       ATC Associates, Inc.
7.       Atlanta Testing & Engineering
8.       BHE Environmental, Inc.
9.       California Environmental
10.      CTE Environmental
11.      EE&G
12.      Empire Environmental
13.      Environmental Consultants and
14.      Earth Sciences Consultants, Inc.
15.      Environmental System Design, Inc.
16.      Environmental Management Group, Inc.
17.      ESA (Environmental Site Assessments, Inc.)
18.      Faggert Consulting
19.      FGS, Inc.
20.      Geotechnical and Environmental
21.      Geotechnical Services, Inc.
22.      Gallet & Associates
23.      GeoSystems Engineering, Inc.
24.      Giles Engineering Associates, Inc.
25.      GME Consulting Services, Inc.
26.      Gulf of Maine Research Center, Inc.
27.      GZA GeoEnvironmental, Inc.
28.      KU Resources, Inc.
29.      LAW Engineering & Environmental, Inc.
30.      Lutz Environmental Company, Inc.
31.      Kleinfelder, Inc.
32.      MAK Environmental, Inc.
33.      Melick-Tully & Associates, P.C.
34.      Ninyo & Moore
35.      Nova Consulting Group, Inc.
36.      Nutting Environmental of Florida, Inc.
37.      Petroleum Environmental Services, Inc.
38.      Polyengineering, Inc.
39.      Quality Environmental Solutions, Inc.
40.      Ragan-Smith-Associates, Inc.
41.      Redmond & Associates
42.      RMA - Rindt-McDuff Associates, Inc.
43.      Russell Environmental Services
44.      Soil and Environmental
45.      Speedie & Associates
46.      Streamline Environmental
47.      Superior Environmental Corp.
48.      Terracon
49.      TVG Environmental Inc.
50.      Underground Environmental
51.      Universal Engineering Sciences
52.      Wagner-Huster Engineers, Inc.


<PAGE>

                            [Exhibit N to Agreement]

                                   [Reserved]

<PAGE>


                            [Exhibit O to Agreement]

                         [FORM OF LOCAL COUNSEL OPINION]


                                 ---------, ----


Rabobank International, as Collateral Agent
245 Park Avenue - Floor 38
New York, NY  10167-0062


       Re: CNL APF Partners, LP -- Franchise Receivables Funding Facility

Ladies and Gentlemen:


                  We  have  acted  as  special   counsel  to  the  Borrower  (as
hereinafter defined) in the State of __________ (the "State") in connection with
the making of certain loans (collectively,  the "Loan") pursuant to that certain
Franchise  Receivable  Funding and Servicing  Agreement  dated as of October 14,
1999 (the  "Loan  Agreement"),  by and among CNL APF  Partners,  LP, a  Delaware
limited  partnership (the "Borrower"),  Neptune Funding  Corporation,  as lender
(the  "Lender"),   CNL  Financial  Services,   LP,  as  Servicer,  and  Rabobank
International, as Deal Agent.


                  In connection  with this opinion,  we have examined  drafts of
the loan documents ("Loan Documents") we deemed necessary to examine in order to
render this opinion, namely the following:

                  (a)......Loan Agreement;


                  (b)......each  Mortgage,  Security Agreement and Assignment of
Rents (the  "Mortgage"),  covering  the  premises  in the State  referred  to on
Exhibit A attached hereto (the "Premises"); and


                  (c)......Promissory  Note ("Note") from the Borrower to Lender
in the amount of $_________.


                  Terms used  herein  which are  defined  in the Loan  Agreement
shall  have the  respective  meanings  set forth in the Loan  Agreement,  unless
otherwise defined herein.


                  This  opinion is being  delivered in  connection  with Section
3.1(l) of the Loan Agreement.

                  Based upon the foregoing, we are of the opinion that:


                  1........(a)  Borrower  is  duly  qualified  to  do  business,
including  the  business of leasing the Premises  and owning and  operating  the
Premises  described  in each  Mortgage,  and is in good  standing  as a  foreign
corporation under the laws of the State.


                  (b)......CNL  APF GP  Corp.  is duly  qualified  to act as the
general partner of the Borrower, and if required by the laws of the State, is in
good standing as a foreign corporation under the laws of the State.


                  2........The   Mortgage  is  the  legal,   valid  and  binding
obligation of Borrower,  enforceable  against  Borrower in  accordance  with its
terms, subject to the qualifications set forth below.

                  3........The Mortgage is in proper form:


                  (a)......to create a lien against the collateral  described in
the Mortgage (the "Mortgage Collateral"); and


                  (b)......for  recording  in the real  property  records of the
Clerk's  Office in the respective  counties where the Premises  described in the
Mortgage are located in the State (the "Recording  Offices"),  and the Recording
Offices are the proper  offices in the State for recording  such  instruments to
perfect a lien against real property.


                  4........The   Mortgage  contains  the  terms  and  provisions
necessary  to enable  the  Lender,  following  a  default  under any of the Loan
Documents,  to exercise the remedies which are  customarily  available to a real
estate lienholder under the laws of the State.


                  5........No recording,  filing, privilege or other tax must be
paid in the State in  connection  with the making of the Loan or the  execution,
delivery,  recordation  or  enforcement  of the Mortgage,  other than  [describe
taxes, if any].


                  6........[The  priority of the lien of the Mortgage related to
all advances  made by the Lender under the Loan  Agreement on or before the date
on which the Mortgage is recorded in the Recording Office, will be determined by
the date of such recording.] The priority of the lien of the Mortgage related to
each  advance  made by the Lender  under the Loan  Agreement  after the date the
Mortgage  is so  recorded  will be  determined  by **[the  date the  Mortgage is
recorded] [or] [the date such advance is made]**.


                  7........The  duly conducted  foreclosure of the Mortgage will
not in any manner  restrict,  affect or impair  the  Borrower's  liability  with
respect to the  indebtedness  secured thereby or the Lender's rights or remedies
with respect to the  foreclosure or enforcement of any other security  interests
or liens securing such indebtedness, to the extent any deficiency remains unpaid
after application of the proceeds of the foreclosure of the Mortgage.


                  8........The  law  (statutory  or otherwise) of the State does
not require a lienholder to make an election of remedies  where such  lienholder
holds security interests and liens on both the real and the personal property of
a debtor or to take recourse  first or solely against its  collateral.  A Lender
may be compelled by principles of equity, such as the doctrine of marshaling, to
proceed against certain collateral before resort may be had to other collateral.


                  9........The  Loan  Documents  provide  that in any  action to
enforce  the  lien  of the  Mortgage,  the  law of the  State  will  govern  the
enforceability  of the lien. If the law of the State were to apply, the interest
and other  obligations  secured by the Mortgage  would not be usurious under the
laws of the State, provided that the rate of interest reserved or collected does
not exceed ____%.


                  10.......The  Borrower  **[does]  [does not]** have a right of
redemption under the laws of the State.


                  13.......The  Lender is not  required,  solely  because of its
role as Lender under the Loan  Agreement  (including,  without  limitation,  the
making of the Loan) and as a secured  party  under the  Mortgage,  or because of
taking  such  actions  as  enforcement  of the Loan  Agreement,  maintaining  or
defending any action  relating to the Loan, or taking mere title to the property
by  judicial  foreclosure  or deed in lieu of  foreclosure,  to (a)  qualify  to
transact business in the State; (b) obtain a license,  certificate or other form
of  permission  or consent from any State  agency;  (c) file a  designation  for
service of process or any other similar type of filing in the State;  or (d) pay
any state or local tax (whether income,  franchise or other) in the State, other
than taxes paid in the nature of documentary, mortgage and intangible taxes.


                                Very truly yours,


<PAGE>


                                    EXHIBIT A

                                  THE PREMISES

<PAGE>


                           [Exhibit P-1 to Agreement]

                 Form of Franchise Receivable Assignment - Loan

PREPARED BY AND RETURN TO:

Dale A. Burket, Esquire
Lowndes, Drosdick, Doster,
Kantor & Reed, P.A.
215 North Eola Drive
P. O. Box 2804
Orlando, Florida 32802





<TABLE>
<CAPTION>

<S> <C>

                                                     SPACE ABOVE THIS LINE FOR RECORDER'S USE
---------------------------------------------------- ---------------------------------------------------------------
</TABLE>

                            ARTICLE XIIIWARRANTY DEED

         THIS  WARRANTY  DEED,  made  and  executed  as  of  the  _____  day  of
__________,1999,  by CNL AMERICAN PROPERTIES FUND, INC., a Maryland corporation,
whose  address  is 400 East South  Street,  Suite 500,  Orlando,  Florida  32801
(hereinafter  referred to as the "Grantor") to CNL APF PARTNERS,  LP, a Delaware
limited partnership, whose address is 400 East South Street, Suite 500, Orlando,
Florida 32801 (hereinafter referred to as the "Grantee");

         Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) to
Grantor  in hand paid by  Grantee,  the  receipt of which is  acknowledged,  has
granted, bargained, and sold to Grantee, and Grantee's heirs and assigns forever
that certain piece, parcel or tract of land situated in _______________  County,
Florida more  particularly  described on Exhibit "A" (the  "Property")  together
with all of Grantor's right,  title and interest as landlord or lessor in and to
any  leases or rental  agreements  pertaining  to the  Property,  and all of the
rights, benefits and privileges of the landlord or lessor thereunder,  including
without  limitation  all of  Grantor's  right,  title and interest in and to all
security  deposits and rentals  thereunder.  And Grantor does fully  warrant the
title to the land  conveyed,  and will defend the same against the lawful claims
of all persons whomever.


                            [Signatures on Next Page]



<PAGE>


             IN WITNESS OF THE ABOVE, Grantor has executed this deed on the date
first written above.

Signed, sealed and delivered in the presence of:


                             CNL AMERICAN PROPERTIES  FUND,  INC.,  a  Maryland
                             corporation


                             By:  _____________________________
                                   [insert name ], [insert title]

Name:
     ------------------------------------------------

Name:
     -----------------------------------------------



STATE OF FLORIDA
COUNTY OF ORANGE

         The foregoing  instrument was acknowledged before me on the _______ day
of ______________, 1999, by [insert name], as [title] of CNL AMERICAN PROPERTIES
FUND,  INC.,  a  Maryland  corporation,  on  behalf  of the  corporation.  He is
personally known to me and did not take an oath.


                                     Notary Signature


                                     Printed Name
                                     Notary Public, State of Florida
                                     Commission Number:
                                     My Commission Expires:




<PAGE>


                           [Exhibit P-2 to Agreement]

                 Form of Franchise Receivable Assignment - Lease

PREPARED BY AND RETURN TO:

Dale A. Burket, Esquire
Lowndes, Drosdick, Doster,
Kantor & Reed, P.A.
215 North Eola Drive
P. O. Box 2804
Orlando, Florida 32802



<TABLE>
<CAPTION>

<S> <C>



                                                     SPACE ABOVE THIS LINE FOR RECORDER'S USE
---------------------------------------------------- ---------------------------------------------------------------

                            ARTICLE XIVWARRANTY DEED

         THIS  WARRANTY  DEED,  made  and  executed  as  of  the  _____  day  of
__________,1999,  by CNL AMERICAN PROPERTIES FUND, INC., a Maryland corporation,
whose  address  is 400 East South  Street,  Suite 500,  Orlando,  Florida  32801
(hereinafter  referred to as the "Grantor") to CNL APF PARTNERS,  LP, a Delaware
limited partnership, whose address is 400 East South Street, Suite 500, Orlando,
Florida 32801 (hereinafter referred to as the "Grantee");

         Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) to
Grantor  in hand paid by  Grantee,  the  receipt of which is  acknowledged,  has
granted, bargained, and sold to Grantee, and Grantee's heirs and assigns forever
that certain piece, parcel or tract of land situated in _______________  County,
Florida more  particularly  described on Exhibit "A" (the  "Property")  together
with all of Grantor's right,  title and interest as landlord or lessor in and to
any  leases or rental  agreements  pertaining  to the  Property,  and all of the
rights, benefits and privileges of the landlord or lessor thereunder,  including
without  limitation  all of  Grantor's  right,  title and interest in and to all
security  deposits and rentals  thereunder.  And Grantor does fully  warrant the
title to the land  conveyed,  and will defend the same against the lawful claims
of all persons whomever.

</TABLE>

                            [Signatures on Next Page]



<PAGE>


             IN WITNESS OF THE ABOVE, Grantor has executed this deed on the date
first written above.

Signed, sealed and delivered in the presence of:
<TABLE>
<CAPTION>

<S> <C>
                                                              CNL  AMERICAN   PROPERTIES  FUND,  INC.,  a  Maryland
                                                              corporation


                                                              By:  ___________________________________
Name:                                                              [insert name ], [insert title]
     ------------------------------------------------


Name:
     ------------------------------------------------

STATE OF FLORIDA
COUNTY OF ORANGE

         The foregoing  instrument was acknowledged before me on the _______ day
of ______________, 1999, by [insert name], as [title] of CNL AMERICAN PROPERTIES
FUND,  INC.,  a  Maryland  corporation,  on  behalf  of the  corporation.  He is
personally known to me and did not take an oath.


                                                              Notary Signature


                                                              Printed Name
                                                              Notary Public, State of Florida
                                                              Commission Number:
                                                              My Commission Expires:

</TABLE>



<PAGE>


135210v1
                            [Exhibit Q to Agreement]

                      FORM OF PLEDGED RECEIVABLE SUPPLEMENT

                                  [Insert Date]

Neptune Funding Corporation
Attention:

Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,
  "Rabobank International", New York Branch ("Rabobank"),
as Deal Agent
Attention:

                  Re:......Franchise Receivable Funding and Servicing Agreement,
                           dated as of October 14, 1999

Ladies and Gentlemen:


                  Reference  is made to the  Franchise  Receivable  Funding  and
Servicing  Agreement,  dated as of October  14,  1999 (as  amended or  otherwise
modified from time to time, the  "Agreement"),  among CNL APF Partners,  LP (the
"Borrower"), Neptune Funding Corporation (the "Lender"), CNL Financial Services,
LP (the "Servicer") and Rabobank (the "Deal Agent").  Capitalized terms used but
not  defined in this  notice  have the  meanings  ascribed  to such terms in the
Agreement.


                  Pursuant  to Section  2.2(g) of the  Agreement,  the  Borrower
hereby  adds the  Franchise  Receivables  identified  on Schedule 1 (each a "New
Pledged  Receivable")  to the Pledged  Receivables.  As security  for the prompt
payment  or  performance  in full  when due,  whether  at  stated  maturity,  by
acceleration or otherwise,  of all Borrower  Secured  Obligations,  the Borrower
hereby assigns and pledges to the Collateral  Agent and grants to the Collateral
Agent a security interest in and lien upon, all of the Borrower's  right,  title
and interest in and to the New Pledged  Receivables and all related  Collateral,
in each case whether now or hereafter  existing or in which  Borrower now has or
hereafter acquires an interest and wherever the same may be located.

                                Very truly yours,

                                   CNL APF PARTNERS, LP

                                   By: CNL APF GP CORP., its general partner

                                   By: __________________________________
                                       Name:
                                       Title:



 ** The aggregate principal amount of all Advances may not exceed the Program
    Amount.