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. , . , , � 99- 1��s1� 1�82 LANDLORD WAIVER Seazona Properties, Ltd. (the "Landlord"), being the Landlord of certain premises located at 2010 W 2nd Street, Grand Island, NE 68803 (the "Premises"), and leased to Fazoli's Restaurants, Inc. (the "Tenant") under the lease of the Premises dated September 26, 1997 (as the same may be amended from time to time, including any renewal, extension or substitution thereof or therefor, the "Lease"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Landlord, does hereby: 1. Acknowledge that the Landlord has been advised that the Tenant has granted or will grant to BankBoston, N.A. as agent for a syndicate of lenders (the Agent, together with its representatives and agents, being herein called the "Secured Party") security interests in inventory, accounts receivable, equipment, removable trade �xtures and all other tangible and intangible personal property now owned or hereafter acquired by the Tenant(the "Collateral"), all as more fully described in a Security Agreement from Tenant to the Secured Party(as the same may be amended or extended from time to time,the "Security Agreement"). 2. Waive, relinquish and release, solely during the term of the Security Agreement, any statutory or possessory rights or liens which Landlord may assert against the Collateral, including any and all rights of distraint, attachment, lien, levy or execution against or upon the Collateral, for any rent or other sum now or hereafter due the Landlord under the Lease or otherwise, and all claims and demands of every kind and nature against the Collateral. 3. Agree to provide the Secured Party with notice of any action taken by the Landlord to terminate the Lease, and to use reasonable efforts to provide the Secured Party with a copy of any notice given by the Landlord to the Tenant of the Tenant's default under the Lease or of any material � amendment thereof. 4. Agree to provide the Secured Party, both before and after termination of the Lease, upon reasonable notice, with access to the Premises to effect removal or sale of the Collateral, and the Secured Party hereby agrees (i) to use due care during any period it is on the Premises and, in a workmanlike manner, to repair any damage caused by such removal or sale, and(ii) to remove or sell said Collateral within 60 days after entry upon the Premises (and, if the Lease has been terminated, the Secured Party shall be responsible to the Landlord for per diem rent and other charges accruing under the Lease from the day after the Secured Party shall notify Landlord of its intent to enter the Premises to remove the Collateral through the date that the Secured Party has substantially repaired any damage arising from the Secured Party's removal of the Collateral). Secured Party has 20 days following the date Landlord noti�es Secured Party that the Lease has been terminated to notify ' Landlord of Secured Party's intention to remove the Collateral and if Secured Party either fails to notify Landlord or if Secured Party notifies Landlord that Secured Party will not remove the Collateral, then Secured Party,by such act or omission, shall waive all liens in the Collateral and title to the Collateral will vest in Landlord as provided in the Lease. 5. Represent that the Lease is in full force and effect and that the Landlord is unaware of any current condition constituting a default under the Lease or which would permit the Landlord to terminate the Lease. Any notice(s) required or desired to be given hereunder shall be directed to the party to be notified at the address stated herein. The agreements contained herein shall continue in force until the termination of the Security Agreement.