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Ramsey, MN Sunwood Drive L/C: 022-0575 Prepared by: Gillian Bregman After recording, return to: Kim Delmedico McDONALD'S CORPORATION One McDonald's Plaza Oak Brook, Illinois 60523 RESTRICTIVE COVENANT The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body corporate and politic under the laws of the State of Minnesota ("Grantor") wishes to enter into a contract ("Contract") with McDONALD'S USA, LLC, a Delaware limited liability company ("Grantee") to sell to Grantee a parcel of real estate described on Exhibit A attached ("the Premises"). As an inducement for Grantee to enter into the Contract with Grantor, Grantor has agreed to record a Restrictive Covenant affecting the use of Grantors parcel of real estate located adjacent to the Premises, as described on Exhibit B, attached ("Lot 3"). THEREFORE, in consideration of ONE DOLLAR AND NO CENTS ($1.00), and other good and valuable consideration, the receipt of which is hereby acknowledged, Grantor promises and declares that the property described on Exhibit B, will not be leased, used or occupied as a Quick Service Restaurant for a period of 20 years from the Grantor execution date listed in this Restrictive Covenant; provided, however, that if (a) Grantee is not operating a McDonald's Restaurant within 545 days after the date listed in this Restrictive Covenant or (b) if McDonalds opens and operates a McDonald's Restaurant and at any time within said 20 year period ceases operating the McDonald's Restaurant for a period of more than 180 days other than as the result of a casualty or any other conditions, which are beyond the reasonable control of any party to this Restrictive Covenant and not due to the fault or negligence of such party, this Restrictive Covenant shall be null and void and of no further force or effect. The term "Quick Service Restaurant" for purposes of this restriction shall be defined as any restaurant or food service establishment with drive thru service, drive-in service or pedestrian walk-up window service whose primary business consists of or whose marketing strategy is based on the sale of hamburgers, ground meat or meat substitute sandwiches, or a combination of ground meat and meat substitute sandwiches, or any other type of meat products, any of which are served in sandwich form or chicken served in sandwich form. Any food service establishment which offers as the primary method of service for all meal times, food and drink orders taken by and served by a waiter or waitress at the customer's table is excluded from the term Quick Service Restaurant. Notwithstanding the foregoing, a restaurant with drive- thru facilities that sells as its primary product hamburgers, ground beef or ground beef products in sandwich form or chicken in sandwich form shall be included in the term "Quick Service Restaurant". In addition, and not by way of example, the following restaurants operating under the listed trade names, or operating under any successor trade names, are prohibited within the area described on Exhibit B, attached: Apollo Burgers Bison Jack's Burger King Checkers Culver's Fatburger Fuddruckers Iceberg Drive Inn Jake's Wayback Burgers Rally's Smashburger Wendy's Astro Burgers Bobby's Burger Palace Burger Street Cheeburger Cheeburger DQ Grill & Chill Five Guys Hardee's In-N-Out Burger Johnny Rockets Roy Rogers Sonic Whataburger Back Yard Burgers Burger 21 Carl's Jr. Crown Burgers Elevation Burger Five Napkin Burger Hires Big H Jack in the Box Krystal Shake Shack Steak n Shake White Castle Document #: 1112270-v3 4969370v2