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20050054'7 <br />As a mutual condition precedent to the obligation to close, Allen 13`h Street LLC and <br />RT agreed to cause a restrictive use agreement to be executed by the Allen Entities which <br />would restrict the use of the Allen Properties. For the purpose of satisfying the mutual <br />condition precedent specified in the Agreement and evidencing the understanding between <br />Allen 13"' Street LLC and RT, the Allen Entities and RT have entered into this Agreement. <br />TERMS AND CONDITITIONS <br />In consideration of the foregoing Preliminary Statement which is repeated in its entirety <br />and incorporated herein by this section of this Restrictive Use Agreement, and in consideration <br />of the sale and purchase of the RT Property, the Allen Entities and RT agree as follows: <br />1. Use Restriction. The Allen Entities agree that for a period of nine (9) months <br />from the date hereof and thereafter so long as the RT Property is operated and open for business <br />(except for periods of casualty or limited periods of remodeling) as a casual dining restaurant <br />with alcoholic beverage service similar in concept and menu as a "Ruby Tuesday" as such <br />concept is operated and such menu exists on the date of this Restrictive Use Agreement, the <br />Allen Entities agree, as to one or more of the Allen Properties owned by each of them, that <br />each of them will not sell, use, lease or permit any portion of the Allen Properties owned by <br />each of them to be used for those casual dining restaurants with alcoholic beverage service now <br />known as Applebee's, TGI Friday's, Chili's, Houlihan's, Houston's, McGregor's, O'Charley's, <br />Grady's, and Spats. <br />2. Binding Effect. This Restrictive Use Agreement shall be binding upon and <br />inure to the benefit of the Allen Entities and RT and their respective successors and assigns, <br />and shall be deemed and construed as a covenant running against the land. The terms of this <br />Restrictive Use Agreement may not be amended, waived or terminated orally, but only by an <br />instrument in writing signed by those Allen Entities whose parcel or parcels are the subject <br />matter of such amendment, waiver or termination and RT or their respective successors and <br />assigns. This Agreement shall be construed in accordance with the laws of the State of <br />Nebraska. <br />ALLEN 13TH STREET LLC, a Nebraska <br />limited liability company <br />By: <br />Robert M. Allen, Manager <br />