NORTH CENTRAL/295 INDUSTRIAL AND OFFICE PARK LINCOLN, RHODE ISLAND

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1 DECLARATION OF RESTRICTIONS AND COVENANTS This Declaration dated the 24 th day of October, 1980 by The Second Pawtucket Area Industrial Development Foundation, Inc., a corporation organized under the laws of the State of Rhode Island, sometimes referred to herein as the Foundation, WITNESSETH: Whereas the Foundation is now the owner of a tract of land in Lincoln, R.I., which it proposes to improve and develop in accordance with an harmonious plan. And whereas the Foundation is about to sell and convey lots located on said tract and desires that said lots be subject to certain restrictions and covenants. Now, therefore, the Foundation declares that all parcels or lots on said tract and each of them shall be conveyed and held subject to the restrictions and covenants set forth in this Declaration as follows: 1. The tract of land subject to and entitled to the benefit of the covenants and restrictions set forth in this Declaration is that tract which is shown on a plan entitled: Plan of Land in Lincoln, R.I. Route Industrial Park Second Area Industrial Development Foundation 42 Park Place Pawtucket, R.I August 1980 Scale 1 = 100 Prepared by C.E. Maguire 31 Canal Street Providence, R.I. and recorded in the records of Land Evidence in the Town of Lincoln, R.I. on Plat Card 345. Said tract is also described by metes and bounds in Exhibit 1 annexed hereto and made a part hereof. 2. No lot or part thereof originally conveyed by the Foundation which is left unimproved by the transferee may be leased, resold or otherwise disposed of without first being offered in writing for sale to the Foundation at the same price per square foot at which it was originally sold by the Foundation. Nothing herein shall prevent the owner of a lot who has constructed a building thereon with the approval of the Foundation (as subsequently provided for herein) from selling said lot, so improved, to a purchaser of its choice at whatever price the owner chooses. In the event a right to repurchase by the Foundation accrues hereunder the Foundation shall have thirty (30) days after receiving written notice of the owner s intention to sell to elect whether or not the Foundation wishes to exercise its right to purchase. If it does elect to purchase, it shall do so by a written notice to the owner stating a date for closing the sale which date shall be no earlier than twenty (20) days and no later than forty (40) days from the date the owner is given notice of said election to purchase. Unless the parties mutually agree otherwise, the closing will take place at the Registry of Deeds in Lincoln, R.I. A good record and marketable title, free of all encumbrances, will be transferred, and the price shall be paid in cash. This paragraph is subject to the provisions of paragraph 24 hereof. 3. No building or structure of any kind shall be commenced, erected or maintained on any lot or part thereof nor shall any alteration or addition thereto or therein be made unless the design thereof in such form as the Foundation may demand (including site plans, 1

2 drawings, structural plans, specifications, and plans for disposal of waste) shall have first been approved in writing by the Foundation; and no building, structure, addition or alteration shall be erected or maintained except in accordance with said approval. The Foundation shall have absolute discretion in approving or refusing to grant its approval. Provided that if the Foundation neither grants its approval nor indicates its disapproval within thirty (30) days of receipt by it of a request in writing for such approval, then its approval shall not be required. Provided also that after the expiration of one year from the date of completion of a building, structure, alteration or addition, approved by the Foundation, as provided above, the building, structure, alteration or addition shall (in favor of purchasers and encumbrancers from the owner of the premises effected by such approval) be deemed to have been erected in compliance with the approved design unless the purchaser or encumbrancer has actual notice to the contrary or suit has been instituted to enforce compliance with this provision. 4. Location of roads, road widths, road surfacing and construction standards, as well as water, sewer and utility installations, must comply with all governmental, municipal, or State rules, orders, ordinances or regulations governing such facilities or installations. 5. All structures erected on any parcel or lot of land (and the word structure shall include anything which requires location on or attachment to the ground, but does not include pavements or planting) must be so located on the conveyed premises that each part thereof is set back at least the following distances: a) Forty (40) feet from any street, highway or road on which the structure in question fronts (it being understood that the Foundation reserves the right to approve the direction which any structure will face). b) Forty (40) feet from any other boundary line of the parcel or lot of land on which the structure is to be erected. Notwithstanding anything otherwise provided for herein, if a plan has been obtained as provided in 3 above and a structure is begun to be erected at the location shown on such plan and erection continues for ninety (90) days without the institution of a suit to enjoin said construction on the grounds that the structure is being erected in violation of the setback restrictions in this paragraph, it shall be conclusively presumed (against anyone to whom the benefit of this paragraph runs) that the provisions of this paragraph have been complied with. Furthermore, the Foundation shall have the power (binding upon all such beneficiaries) to approve the location of a structure which in its judgment substantially, but not completely, complies with the provisions of this paragraph, if in its opinion the general effect will be advantageous to the neighborhood or if it believes that strict compliance herewith (because of topographical or other conditions) works an undue hardship upon the owner of the parcel or lot. Said approval may be given before, during or after construction but it must be obtained in writing. 6. The structures on any lot or parcel shall at no time cover more than fifty (50) percent of the lot or parcel 2

3 7. All buildings erected on any parcel or lot shall be of masonry construction or its equivalent or better and the roofs of all buildings shall be of fire-resistant materials. The Foundation reserves the right to determine whether any construction other than masonry construction is equivalent to or better than masonry construction, and its decision in this regard, shall be conclusive on all concerned. All structures shall also conform to minimum construction standards specified in the applicable Building Code and regulations of the governing town or towns. No corrugated metal sheds or wood frame structures shall be erected without the written consent of the Foundation. 8. No parcel or lot shall be used or occupied at any time for any purpose other than for office use, processing, manufacturing, wholesaling, jobbing or warehousing which warehousing is in connection with on-site processing, manufacturing or a purpose of a nature kindred to the ones specified. Among usages which are prohibited are residential usages and commercial usages of a retail nature except facilities for the use and benefit of the occupants of a business conducted on a parcel which business complies with the use restrictions of this paragraph and even such incidental retail facilities may be operated only with the written consent of the Foundation. 9. No obnoxious or offensive trade or activity shall be carried on, nor shall anything be done on the premises which may be or may become an annoyance to the occupants of the other premises in the area by reason of unsightliness or the excessive emission of odors, wastes, dust, fumes, smoke, noise, heat, glare or toxic gases. In determining what is excessive any applicable standards or regulations of the Environmental Protection Agency or the Occupational Safety and Health Administration may be deemed by the Foundation to be determinative. 10. No waste material or refuse shall be dumped upon or permitted to remain upon any lot or parcel outside of structures constructed thereon. In addition, the premises shall not be used for any industry whose primary business requires industrial sewage unless the governing municipal, state or other governmental bodies authorize the use of the proposed sewage disposal facilities. All liquid or solid wastes must be treated to conform with the applicable standards of the Rhode Island Department of Health and any other regulations of any municipal, state or other governmental body. Nothing in this paragraph prevents the construction of a settling pond to receive materials discharged in the process of the manufacture of a product so long as said pond or its use is neither unsightly, offensive, unsanitary or in violation of any state or municipal or other governmental regulation or order. 11. Any and all parking, including parking for visitors, employees or customers, shall be offstreet ; and there shall be no less than one parking space for every two employees employed on the premises. Parking shall be permitted between the front lot line and the building or buildings only in that area between the building or buildings and out to a line thirty (30) feet from the front lot line. All roads and parking areas shall have a minimum surfacing of asphaltic concrete. 12. Any and all loading, unloading or deliveries on the premises shall be off-street. 3

4 13. No materials or supplies shall be stored or permitted to remain on the premises outside the structures constructed thereon. 14. The applicable Zone and Building Code regulations in effect shall be deemed as minimum requirements hereunder and must be complied with. Compliance with any variances or exceptions which may be granted or obtained shall not be deemed compliance under such regulations for the purpose hereof unless the Foundation agrees in writing that such compliance is satisfactory. 15. The area between the buildings and the property lines is to be used either for open landscape and green areas, or for off-street parking (subject to the provisions of 11 hereof). The area is to be landscaped attractively with lawns, trees, shrubs, etc., according to the plans first approved by the Foundation. Any landscaped area shall be properly maintained in a sightly and well-kept manner. 16. All owners shall maintain the roads and structures within their own property line in good condition, and the grounds, roads, parking areas, grass, shrubs and trees in a clean and tidy manner. 17. No fence or permanent construction shall be permitted between a building line and any street, highway or road, or elsewhere on the parcel which is over three (3) feet in height without prior written consent of the Foundation. 18. No billboard or advertising sign may be erected on the premises except that a sign identifying the main business and products of the person or firm occupying the premises shall be permitted if such sign: a) Does not occupy more that one-fourth (1/4) of the wall to which it is attached. b) Does not include unshaded, flashing, or open lights. c) Conforms to all applicable zoning and building laws and regulations. d) And in other respects has received the approval of the Foundation in writing. 19. Within two years after the delivery by the Foundation of a deed to a parcel or lot of land, construction of a building approved by the Foundation (as previously provided) must be begun and thereafter construction must be completed with reasonable diligence. If construction is not so begun and completed, and the Foundation does not (in writing) extend the time for the initiation and/or completion of the building, the Foundation shall have the right to repurchase the parcel or lot with any improvements thereon for a price equal to the price for which the said parcel or lot was originally sold by the Foundation. The Foundation must exercise its right by a notice in writing to the owner of the parcel. Said notice shall state a date for closing the sale which date shall be no earlier than twenty (20) days and no later than forty (40) days from the date the owner is given notice of the Foundation s election to purchase. Unless the parties agree otherwise the closing will take place at the Registry of Deeds in Lincoln, R.I. A good record and marketable 4

5 title, free of all encumbrances, will be transferred by the owner and the price paid in cash. This paragraph is subject to the provisions of paragraph 24 hereof. 20. All of the covenants and restrictions set out in this Declaration shall remain in effect for forty (40) years from the date of the recording of this Declaration. 21. All requests for approval or other notices sent to the Foundation shall be sent in care of its then President. If the identity and address of it s the President cannot be ascertained despite reasonable efforts to do so, they can be sent to the Foundation in care of the Blackstone Valley Chamber of Commerce at its then address. All requests requiring a response shall state the name and address to whom the response is to be addressed; otherwise the Foundation may send it to the name and address of the entity seeking the response last known by the Foundation, if any. 22. All of the restrictions and covenants set out in this Declaration are intended to constitute a general plan for the benefit of and enforceable by all present and future owners of parcels or lots on the tract described in 1 hereof or any part thereof and their heirs, successors and assigns as well as The Second Pawtucket Area Industrial Development Foundation, Inc. All of the foregoing are restrictions running with the land at law as well as in equity and are binding upon and inure to the benefit of the successors and assigns of the Foundation and all present and future persons owning or having an interest in any of said lots or a part thereof. Anyone acquiring an interest in any parcel or lot located in the said tract described in 1 above shall be deemed to have covenanted with the Foundation and any and all of its successors and assigns and all present or future persons owning or having an interest in any lot or parcel located on said tract, that he or it will comply with the restrictions set out herein and will take no action which will be in violation of any of the said restrictions. Provided, however, that it is understood that there shall be no duty (as distinguished from the right) of the said Foundation to enforce the restrictions or covenants set out herein or any of them. 23. Neither the Foundation nor any of its members, officers, directors or agents shall be liable to anyone (whether owners of parcels covered by this Declaration or those seeking its consent or approval) by reason of a mistake in judgment, negligence, or nonfeasance, arising out of its giving or failing to give its approval or consent in connection with any matter arising out of or connected with this Declaration. 24. It is acknowledged that the Foundation will enter into a financing arrangement with the Rhode Island Industrial Facilities Corporation ( RIIFC ) with response to the real estate described in Exhibit 1 hereto. Pursuant to said financing, (i) the Foundation will convey title to the real property described in Exhibit 1 hereto to RIIFC and lease said property from RIIFC pursuant to a Lease Agreement dated as of November 1, 1980 between RIIFC and the Foundation, (ii) RIIFC shall grant a mortgage on said property to Industrial National Bank of Rhode Island, as Trustee (the Trustee ), pursuant to an Indenture of Mortgage and Trust dated as of November 1, 1980 between RIIFC and the Trustee (the Indenture ) and (iii) the Foundation will act as the agent of RIIFC in arranging sales of certain parcels and lots comprising said property to concerns for the uses described in paragraph 8 hereof. 5

6 It is therefore intended that the provisions of paragraphs 2 and 19 hereof shall not apply to (i) RIIFC as record owner of any real property affected by these restrictions and covenants, (ii) the Trustee as mortgagee of any such real property, and (iii) any original purchaser from the Trustee upon foreclosure after an event of default, all as more fully set forth in the Indenture. IN WITNESS WHEREOF, THE SECOND PAWTUCKET AREA INDUSTRIAL DEVELOPMENT FOUNDATION, INC. has caused these presents to be signed and its corporate seal to be hereunto affixed by its officer duly authorized this 24 th day of October