AMENDED AND RESTATED PARTICIPATION AGREEMENT AND APPENDIX A Dated as of June 30, 2003 among HUMAN GENOME SCIENCES, INC., as the Construction Agent and as the Lessee, WACHOVIA DEVELOPMENT CORPORATION, as the Borrower and as the Lessor, VARIABLE FUNDING CAPITAL CORPORATION, as a Credit Lender, VARIABLE FUNDING CAPITAL CORPORATION, as a Mortgage Lender, THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Investors, WACHOVIA SECURITIES, LLC, as the Deal Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent for the Primary Financing Parties and, respecting the Security Documents, as the Agent for the Secured Parties TABLE OF CONTENTS

Exhibit 10.2

AMENDED AND RESTATED
PARTICIPATION AGREEMENT
AND APPENDIX A

Dated as of June 30, 2003

among

HUMAN GENOME SCIENCES, INC., as the Construction Agent and as the Lessee,

WACHOVIA DEVELOPMENT CORPORATION,
as the Borrower and as the Lessor,

VARIABLE FUNDING CAPITAL CORPORATION,
as a Credit Lender,

VARIABLE FUNDING CAPITAL CORPORATION,
as a Mortgage Lender,

THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Investors,

WACHOVIA SECURITIES, LLC,
as the Deal Agent,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Agent for the Primary Financing Parties and,
respecting the Security Documents, as the Agent for the Secured Parties

TABLE OF CONTENTS

i

ii

iii

APPENDIX A - Rules of Usage and Definitions

iv

AMENDED AND RESTATED PARTICIPATION AGREEMENT

          THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated as of June 30, 2003 (as amended, modified, extended, supplemented and/or restated from time to time, this “Agreement”) is by and among HUMAN GENOME SCIENCES, INC., a Delaware corporation (the “Lessee” or the “Construction Agent”); WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation (the “Borrower” or the “Lessor”); VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation (the “Conduit”), as a holder of a Credit Note; the Conduit, as a holder of a Mortgage Note; the various banks and other financial institutions which are parties hereto from time to time as investors (individually, an “Investor” and collectively, the “Investors”; each of the Conduit and the Investors, as a holder of a Credit Note, individually, a “Credit Lender” and collectively, the “Credit Lenders”; each of the Conduit and the Investors, as a holder of a Mortgage Note, individually, a “Mortgage Lender” and collectively, the “Mortgage Lenders”; each Credit Lender, each Mortgage Lender and the Lessor may be referred to, individually, as a “Primary Financing Party” and collectively, as the “Primary Financing Parties”); WACHOVIA SECURITIES, LLC, a Delaware limited liability company, as the deal agent (the “Deal Agent”); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Primary Financing Parties and, respecting the Security Documents, as the agent for the Secured Parties (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix A hereto. All terms which are defined in this Agreement are subject to the rules of usage of such terms set forth in Appendix A hereto.

RECITALS

          WHEREAS, the Lessee, Traville LLC, the Trust, Wells Fargo Bank Northwest, National Association, BancBoston Leasing Investments Inc., Wachovia Bank, National Association (as successor in interest to First Union National Bank), EagleFunding Capital Corporation, Fleet Securities, Inc., and Fleet National Bank were parties to that certain Participation Agreement dated as of November 7, 2001 (as amended, modified, extended, supplemented and/or restated from time to time, the “Original Participation Agreement”);

          WHEREAS, pursuant to the Master Transfer Agreement, among other things, (a) the Lessor has obtained (i) the right, title and interest of the Trust in the Property and under the Original Participation Agreement and the associated transaction documents with regard to the Property (including without limitation a ground leasehold interest in real estate comprising a part of the Property pursuant to the Ground Lease and titled ownership in the Equipment and Improvements comprising a part of the Property) and (ii) an assignment of the right, title and interest of the investors under the Original Participation Agreement and the associated transaction documents with regard to the Property and (b) the Lenders have obtained an assignment of the right, title and interest of the lenders under the Original Participation Agreement and the associated transaction documents with regard to the Property;

          WHEREAS, the parties hereto wish to amend and restate the Original Participation Agreement as it relates to the Property pursuant to the terms of this Agreement.

          In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. THE FINANCING.

          Subject to the terms and conditions of this Agreement and the other Operative Agreements and in reliance on the representations and warranties of each of the parties hereto contained herein or made pursuant hereto, the Primary Financing Parties have agreed to make Lessor Advances in an aggregate amount up to the Lessor Commitment (in the case of the Lessor), Credit Loans in an aggregate amount up to the Credit Loan Commitment (in the case of the Credit Lenders) and Mortgage Loans in an aggregate amount up to the Mortgage Loan Commitment (in the case of the Mortgage Lenders) in order for the Lessor to acquire the Property (including without limitation a ground lease interest therein), and to construct certain Improvements in accordance with the Agency Agreement and the terms and provisions hereof and for the other purposes described herein, all in connection with the amendment and restatement of the Original Participation Agreement and the associated transaction documents.

          Notwithstanding the foregoing, pursuant to the Master Transfer Agreement, (a) the Lessor has obtained (i) a ground leasehold interest in the Property from the Trust and (ii) an assignment of interest in the investor-provided amounts from the investors under the Original Participation Agreement and the associated transaction documents previously extended with regarded to the Property, (b) the amounts paid by the Lessor to obtain the interests referenced in the foregoing subsection (a) are hereby acknowledged and agreed by all parties to this Agreement to constitute for purposes of the Operative Agreements Lessor Advances and a portion of the Property Cost, (c) the Lenders have obtained an assignment of interest in the loans from the lenders under the Original Participation Agreement and the associated transaction documents (including without limitation the promissory notes issued in connection therewith) previously extended with regard to the Property and (d) the amounts paid by the Lenders to obtain the interests referenced in the foregoing subsection (c) are hereby acknowledged and agreed by all parties to this Agreement to constitute for purposes of the Operative Agreements Loans and a portion of the Property Cost.

          The parties hereto hereby amend and restate the Original Participation Agreement as it relates to the Property pursuant to the terms of this Agreement.

SECTION 2. [RESERVED].

2

SECTION 3. SUMMARY OF TRANSACTIONS.

          3.1. Operative Agreements.

          On the Closing Date, each of the respective parties hereto and thereto shall execute and deliver the Master Transfer Agreement, this Agreement, the Lease, the Agency Agreement, the Credit Agreements, the Notes, the Security Agreement, the Mortgage Instrument and such other documents, instruments, certificates and opinions of counsel as agreed to by the parties hereto.

          3.2. Property Purchase.

          On the Closing Date and subject to the terms and conditions of the Operative Agreements (a) the Lessor will make a Lessor Advance, (b) the Lenders will (i) obtain an assignment of the right, title and interest of the lenders under the Original Participation Agreement and associated transaction documents with regard to the Property (including without limitation the promissory notes issued in connection therewith) and (ii) make Loans and (c) the Lessor will acquire the Property (including without limitation a ground lease interest therein in accordance with the Master Transfer Agreement and the other Operative Agreements) and such Lessor Advance and Loans shall be used to pay other Project Costs, as applicable. In addition, the Lessor and the Lessee will grant the Agent Liens on the Property and the other Collateral by execution of the required Security Documents.

          3.3. Construction of Improvements; Commencement of Basic Rent.

          Construction Advances will be made with respect to particular Improvements to be constructed on the Property and with respect to ongoing Work regarding the Equipment and Improvements, in each case, pursuant to the terms and conditions of the Operative Agreements. The Construction Agent will act as a construction agent on behalf of the Lessor respecting the Work regarding the Equipment and Improvements and the expenditures of the Construction Advances related to the foregoing. The Construction Agent shall promptly notify the Lessor upon Completion of the Work regarding the Improvements and the Lessee shall commence to pay Basic Rent as of the Commencement Date.

          3.4. Funding of Loans by the Lenders.

          At any time that the funding of a Loan is required pursuant to the Operative Agreements, the Conduit may elect to fund or not to fund such Loan subject to the terms of the Credit Agreements; provided, if the Conduit elects not to (or, for whatever reason, does not) fund such Loan, then the Investors shall fund their ratable share of such Loan based on their Lender Commitments; provided, further, in no event shall any Investor be obligated to fund any such Loan if (a) the Conduit is then subject to a Bankruptcy Event at such time or (b) the funding of such Loan would require such Investor to exceed its applicable Lender Commitment.

3

SECTION 4. THE CLOSING.

          4.1. Closing Date.

          All documents and instruments required to be delivered on the Closing Date shall be delivered at the offices of Moore & Van Allen PLLC, Charlotte, North Carolina, or at such other location as may be determined by the Lessor, the Agent and the Lessee.

          4.2. Closing Date; Construction Advances.

          The Construction Agent shall deliver to the Agent a requisition (a “Requisition”), in the form attached hereto as EXHIBIT A or in such other form as is satisfactory to the Agent, in its reasonable discretion, in connection with (a) the Transaction Expenses payable, pursuant to Section 7.1(a), by the Lessor on the Closing Date and (b) each Construction Advance pursuant to Section 5.4.

SECTION 5. FUNDING OF ADVANCES; CONDITIONS PRECEDENT; REPORTING
REQUIREMENTS ON COMPLETION DATE; THE LESSEE’S DELIVERY OF
NOTICES; RESTRICTIONS ON LIENS.

          5.1. General.

          (a) To the extent funds have been made available by the Lenders to the Lessor pursuant to Section 5 and by the Lessor pursuant to Sections 5 and 5A, the Lessor will use such funds from time to time in accordance with the terms and conditions of this Agreement and the other Operative Agreements for the following purposes (costs expended for the following purposes pursuant to subsections (i), (ii) or (iii) of this Section 5.1(a) are herein referred to as the “Project Costs”) (i) at the direction of the Construction Agent to acquire the Property (including without limitation a ground lease interest therein) in accordance with the terms of the Master Transfer Agreement and the other Operative Agreements, (ii) to make Advances to the Construction Agent to permit the acquisition, testing, engineering, installation, development, construction, modification, design, and renovation, as applicable, of the Property (or components thereof) in accordance with the terms of the Agency Agreement and the other Operative Agreements, and (iii) to permit the funding of Capitalized Costs.

          (b) On any Payment Date with respect to the Property during the period prior to the Commencement Date (but subject to Section 5.17), the Lessor and the Lenders shall fund the Lessor Yield and the Interest due and payable on such date without regard to whether a Requisition therefor is delivered; provided, the Agent shall notify in a timely manner the Lessor and the Lenders of their respective amounts to be advanced; provided, further, neither the Lessor nor any Lender shall have any obligation to fund any Lessor Advance or Loan to the extent that at any time such funding would cause (i) regarding the Lessor, the Lessor Advance to exceed the Available Lessor Commitment and (ii) regarding any Lender, the Loan of such Lender to exceed, in the case of the Conduit, the Available Lender Commitments, or in the case of the Investors, such Investor’s Available Lender Commitment.

4

          5.2. Procedures for Funding.

5

      The obligations on the Closing Date of the Lessee, the Agent and the Primary Financing Parties to enter into the transactions contemplated by this Agreement, including without limitation the obligation to execute and deliver the applicable Operative Agreements to which each is a party on the Closing Date and, in the case of the Credit Lenders, to make Credit Loans, in the case of Mortgage Lenders, to make Mortgage Loans, and, in the case of the Lessor, to make Lessor Advances, in order to pay Transaction Expenses are subject to the satisfaction or waiver of the following conditions precedent on or prior to the Closing Date (to the extent such conditions precedent require the delivery of any agreement, certificate, instrument, memorandum, legal or other opinion, appraisal, commitment, title insurance commitment, lien report or any other document of any kind or type, such shall be in form and substance satisfactory to the Agent and the Primary Financing Parties, in their reasonable discretion; notwithstanding the foregoing, the obligations of a party shall not be subject to any conditions contained in this Section 5.3 which are required to be performed by such party):

6

7

8

9

10

       The obligations of the Lenders to make Loans and the Lessor to make Lessor Advances in connection with all requests for Advances for Project Costs subsequent to the acquisition of the Property, including without limitation a ground lease interest therein (and to pay the Transaction Expenses in connection therewith) are subject to the satisfaction or waiver of the following conditions precedent (to the extent such conditions precedent require the delivery of any agreement, certificate, instrument, memorandum, legal or other opinion, appraisal, commitment, title insurance commitment, lien report or any other document of any kind or type, such shall be in form and substance satisfactory to the Agent, in its reasonable discretion; notwithstanding the foregoing, the obligations of a party shall not be subject to any conditions contained in this Section 5.4 which are required to be performed by such party):

11

12

          5.5. Additional Reporting and Delivery Requirements on Completion Date.

          Within thirty (30) days after the Completion Date for the Property (but in no event later than the Completion Date for the Property), the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT I or in such other form as is reasonably acceptable to the Agent specifying (a) the Completion Date for the Property, (b) that the Property is capable of operation in a commercially reasonable manner as a Permitted Facility, (c) the aggregate Property Cost, and (d) that all representations and warranties of the Construction Agent and Lessee in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date. The Agent shall have the right to contest the information contained in such Officer’s Certificate. Furthermore, on or prior to the Completion Date for the Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) the following, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such

13

endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost (divided between such policy in favor of the Lenders and the Lessor based on the percentages for Advances as set forth in Section 5.2(c)) and, if endorsed, the endorsement shall not include a title change or exception reasonably objectionable to the Agent; (w) an ALTA survey for the Property as built, (x) insurance certificates respecting the Property as required hereunder and under the Lease and (y) if reasonably requested by the Agent, amendments to the Primary Financing Party Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the Mortgage Instrument shall have been paid in an amount required by applicable law.

          5.6. The Construction Agent Delivery of Construction Budget Modifications.

          5.7. Restrictions on Liens.

          On the Closing Date, the Construction Agent shall cause the Property to be free and clear of all Liens except those referenced in Sections 6.2(r)(i) and 6.2(r)(ii), such other Liens that are expressly set forth as title exceptions on the title commitment or policy issued under Section 5.3(g) with respect to the Property, Liens for Taxes that are not yet due and payable and such other Liens that have been expressly approved or agreed to by the Agent. On the date the Property is either sold to a third party (other than the Lessee or any Affiliate or designee of the Lessee) in accordance with the terms of the Operative Agreements or, pursuant to Section 22.1(a) of the Lease Agreement, retained by the Lessor, the Lessee shall cause the Property to be free and clear of all Liens (other than Lessor Liens, such other Liens that are expressly set forth as title exceptions on the title commitment or policy issued under Section 5.3(g) with respect to the Property, Liens for Taxes that are not yet due and payable and such other Liens that have been expressly approved or agreed to by the Agent).

14

          5.8. [Reserved].

          5.9. [Reserved]

          5.10. Payments.

          All payments of Rent, and other amounts payable to any Financing Party to be made by the Construction Agent or the Lessee under this Agreement or any other Operative Agreements (excluding Excepted Payments which shall be paid directly to the party to whom such payments are owed) shall be made to the Agent at the office designated by the Agent from time to time by written notice as provided herein in Dollars and in immediately available funds, without setoff, deduction, or counterclaim. Subject to the definition of “Interest Period” in Appendix A attached hereto, whenever any payment under this Agreement or any other Operative Agreements shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time in such case shall be included in the computation of Interest and fees payable pursuant to the Operative Agreements, as applicable and as the case may be.

          5.11. Liquid Collateral.

15

16

          5.12. Unilateral Right to Increase the Lessor Commitments and the Lender Commitments.

          At the request of the Lessee or the Construction Agent and in connection with a Requisition, (a) after an increase in the Lessor Commitments has been approved in accordance with Section 12.4, the Lessor, in its sole discretion, may unilaterally elect to increase its Lessor Commitment and (b) after an increase in the Lender Commitments has been approved in accordance with Section 12.4, each Investor, in its sole discretion, may unilaterally elect to increase its Lender Commitment.

          5.13. Lessee’s Right to Request Assignment of Mortgage Notes.

          On a one time basis after the Closing Date, the Lessee may request the Lenders (and if so requested, the Lenders shall use all reasonable efforts to comply) to assign some or all of (a) their then current Mortgage Loans, (b) in the case of the Investors, their then current Mortgage Loan Commitments and (c) (subject to this Section 5.13) associated right, title and interest as a Mortgage Lender pursuant to the Operative Agreements to one or more institutional investors identified by the Lessee. Such arrangement shall be accomplished in accordance with Section 10 of this Agreement. In connection with such assignment, the assignee and/or the Lessee (as determined between such parties) shall pay the Lenders all principal, Interest, fees and all other amounts then due and owing pursuant to the Operative Agreements in regard to the interest of the Lenders then being assigned, and the Lenders (notwithstanding such assignment) shall retain their rights and benefits pursuant to the Operative Agreements as Indemnified Persons regarding matters arising on or prior to the effective date of such assignment.

          5.14. Lease Commencement Upon Completion.

          Unless the Agency Agreement has been terminated as a result of an Agency Event of Default, the parties hereto acknowledge and agree that upon the occurrence of Completion, the Property shall automatically, without further act or notice by any Person, become subject to, and shall be leased by Lessor to Lessee under, the Lease.

          5.15. Funding of Punch List Liquid Collateral Account for Punch List Items.

          Prior to the submission by the Construction Agent of the Officer’s Certificate referenced in Section 5.5 regarding Completion of the Property, the Construction Agent shall submit a

17

Requisition for a Construction Advance to cover all anticipated punch list items necessary for Final Completion of the Property. To the extent the conditions precedent set forth in Section 5.4 are satisfied or waived and prior to the termination of the Lender Commitments and the Lessor Commitments for the Property, the above-described Construction Advance shall be funded in accordance with the terms of the Operative Agreements into the Punch List Liquid Collateral Account, converted into Liquid Collateral and shall be subject to the Lien of the Punch List Liquid Collateral Agreements.

     Thereafter, the Construction Agent shall request funding for punch list items regarding the Property pursuant to a request for funding in form and substance reasonably satisfactory to the Agent describing the punch list items and the amounts payable therefor. Upon satisfaction of the conditions precedent set forth in Section 5.4 with regard to each such request for funding, the Agent shall request the Intermediary to release Liquid Collateral as identified by the Construction Agent from the Punch List Liquid Collateral Account to fund such request for funding; provided, the amount of Liquid Collateral to be so released shall not exceed the aggregate amount of Liquid Collateral so deposited and retained in the Punch List Liquid Collateral Account pursuant to this Section 5.15). Upon each such release of Liquid Collateral from the Punch List Liquid Collateral Account, the Lessee shall be obligated immediately to replenish the Liquid Collateral Account with Liquid Collateral so that sufficient Liquid Collateral is at all times on deposit in the Liquid Collateral Account to satisfy the requirements described in Section 5.11(c)(i) (regardless of whether any Additional Collateral Demand has been made).

     All amounts deposited in the Punch List Liquid Collateral Account pursuant to this Section 5.15 from time to time shall constitute Advances for purposes of determining the Property Cost from the date of such Advance by the Lenders and the Lessor for deposit into the Punch List Liquid Collateral Account.

     5.16 Overdue Amounts.

     Unless otherwise expressly stated pursuant to any Operative Agreement, all amounts not paid when due and owing pursuant to any Operative Agreement shall bear Interest at the Overdue Rate from and including the due date for such amount to but excluding the date such amount is actually paid.

     5.17 Cap on Construction Advance for Construction Agent Reimbursement.

     So long as no Full Recourse Event of Default is continuing and provided the conditions precedent set forth in Sections 5.4(c), 5.4(f), 5.4(g), 5.4(h)(ii) and 5.4(m) are satisfied (even if any or all of the other conditions precedent under Section 5.4 are not satisfied at that time), the Lessor and the Lenders shall make their respective Advances (subject to the Advance Cap) for each Construction Advance in accordance with the applicable Requisition (in order to reimburse the Construction Agent for amounts previously paid by the Construction Agent which are eligible for reimbursement by Advances but have not been so reimbursed) up to an aggregate amount for all such Construction Advances not to exceed $10,000,000 (the “Advance Cap”).

18

SECTION 5A. LESSOR ADVANCE.

      5A.1. Procedure for Lessor Advance.

      5A.2. Lessor Yield.

19

      5A.3. Scheduled Return of Lessor Advance.

      5A.4. Early Return of Lessor Advance.

20

21

SECTION 6. REPRESENTATIONS AND WARRANTIES.

     6.1. Representations and Warranties of the Borrower.

     The Borrower represents and warrants to each of the other parties hereto that as of the Closing Date and the date of each Advance (except to the extent that any such representation or warranty relates to an earlier date, including without limitation representation and warranty in Section 6.1(r)):

22

23

24

     6.2. Representations and Warranties of the Lessee.

     The Lessee represents and warrants to each of the other parties hereto that as of the Closing Date and the date of each Advance (except to the extent that any such representation or warranty relates to an earlier date):

25

26

27

28

29

30

31

SECTION 7. PAYMENT OF CERTAIN EXPENSES.

          7.1. Transaction Expenses.

     7.2. No Broker, etc.

     Each of the parties hereto represents to the others that it has not retained or employed any broker, finder or financial adviser (other than Wachovia Securities which has been retained by

32

the Lessee) to act on its behalf in connection with the Operative Agreements or the transactions contemplated thereby, nor has it authorized any broker, finder or financial adviser (other than Wachovia Securities which has been retained by the Lessee) retained or employed by any other Person so to act.

     7.3. Certain Fees and Expenses.

     From and after the Commencement Date, the Lessee agrees to pay (a) all reasonable out-of-pocket costs and expenses incurred by the Lessee, the Agent, the Deal Agent, the Lessor or the Lenders in entering into any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not the amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers or consents hereto or thereto, which have been requested by the Lessee and (b) all reasonable out-of-pocket costs and expenses incurred by the Lessee, the Agent, the Lessor or the Lenders in connection with any transfer or conveyance of the Property to the Lessee or its designee or any third party pursuant to the terms of the Operative Agreements, whether or not such transfer or conveyance is ultimately accomplished. At all times, the Lessee agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Lessee, the Agent or the Primary Financing Parties in connection with any exercise of remedies under any Operative Agreement or any purchase of the Property pursuant to the terms of the Operative Agreements by the Construction Agent, the Lessee or its designee.

     7.4. Unused Fee.

     For the period prior to the Commencement Date and during the Commitment Period, the Lessor agrees to pay, or cause to be paid, to the Agent for the account of (a) the Investors (provided, the Agent shall promptly forward such fee to the Investors, based on the relative commitments of the Investors), an unused fee (the “Lender Unused Fee”) equal to the product of the average daily Available Lender Commitment of each such Investor during the Commitment Period multiplied by the Applicable Percentage and (b) the Lessor, an unused fee (the “Lessor Unused Fee”) equal to the product of the average daily Available Lessor Commitment of the Lessor during the Commitment Period multiplied by the Applicable Percentage. Such Unused Fees shall be payable monthly in arrears on each Unused Fee Payment Date. The Lessor shall only be obligated to pay such amounts from the proceeds of Loans and Lessor Advances. The Lessee agrees to pay all amounts referred to in this Section 7.4 to the extent the Lessor is not required to pay such amounts.

     7.5. Administrative Fee.

     For the period prior to Commencement Date and during the Commitment Period, the Lessor shall pay, or cause to be paid, as Transaction Expenses, an administrative fee to the Agent (for its individual account) on the Closing Date and each annual anniversary thereof (or if such annual anniversary date is not a Business Day, then on the next succeeding Business Day) on the terms and conditions set forth in the engagement letter dated April 24, 2003 (the “Engagement Letter”) addressed to Mr. Steven C. Mayer, Senior Vice President and Chief Financial Officer, on behalf of the Lessee, from Mr. Evander S. Jones, Jr., Vice President, on behalf of Wachovia

33

Bank, National Association. The Lessor shall only be obligated to pay such amounts from the proceeds of Loans and Lessor Advances. The Lessee agrees to pay all amounts referred to in this Section 7.5 to the extent the Lessor is not required to pay such amounts. The Lessee further agrees to continue paying such an administrative fee on the terms described above after the Commencement Date and after the Commitment Period until the Maturity Date.

     7.6. Structuring Fee.

     The Lessor agrees, on the Closing Date to pay, or cause to be paid, as Transaction Expenses, a structuring fee to Wachovia Securities, LLC on the terms and conditions set forth in the Engagement Letter. The Lessor shall only be obligated to pay such amounts from the proceeds of Loans and Lessor Advances. The Lessee agrees to only pay all amounts referred to in this Section 7.6 to the extent the Lessor is not required to pay such amounts.

     7.7. Liquidity Fee.

     On each Payment Date prior to the Commencement Date from the date of this Agreement to the Facility Termination Date (as defined in the Liquidity Agreement) (as such date may be extended from time to time in accordance with the Liquidity Agreement) the Lessor shall pay, or cause to paid, as Transaction Expenses, and the Agent shall in turn pay to the Deal Agent (for prompt payment to the Investors), in immediately available funds a fee (the “Liquidity Fee”) payable in arrears for each Interest Period equal to the sum of the products for each day of such Interest Period of (a) one divided by 360, (b) the Applicable Percentage for the Liquidity Fee regarding the Loans and (c) one hundred and two percent (102%) of the aggregate sum of the Credit Loan Commitments plus the Mortgage Loan Commitments. The Lessor shall only be obligated to pay such amounts from the proceeds of Loans and Lessor Advances. The Lessee agrees to pay all amounts referred to in this Section 7.7 to the extent the Lessor is not required to pay such amounts. The Lessee further agrees to continue paying such Liquidity Fees on the terms described above until (a) the financing pursuant to the Operative Agreements is prepaid in full or (b) if such financing is not so prepaid, the later of the Maturity Date or payment of all outstanding amounts pursuant to the Operative Agreements.

     7.8. Program Fee.

     For the period prior to the Commencement Date and during the Commitment Period, the Lessor agrees to pay, or cause to be paid, to the Deal Agent for the account of the Conduit a program fee for each Interest Period relating to CP Loans equal to the product of (a) one divided by 360, (b) the principal amount of the outstanding CP Loans on the last day of each such Interest Period and (c) 0.15% (the “Program Fee”). Such fee shall be payable on the twentieth (20^th) day of each month (unless such day is not a Business Day and in such case the next occurring Business Day). The Lessor shall only be obligated to pay such amounts from the proceeds of Loans and Lessor Advances. The Lessee agrees to pay all amounts referred to in this Section 7.8 to the extent the Lessor is not required to pay such amounts. The Lessee further agrees to continue paying such Program Fee on the terms described above until (a) the financing pursuant to the Operative Agreements is prepaid in full or (b) if such financing is not so prepaid,

34

the later of the Maturity Date or payment of all outstanding amounts pursuant to the Operative Agreements.

SECTION 8. OTHER COVENANTS AND AGREEMENTS.

     8.1. Cooperation with the Construction Agent or the Lessee.

     The Primary Financing Parties and the Agent shall, at the expense of and to the extent reasonably requested by the Construction Agent or the Lessee (but without assuming additional liabilities on account thereof and only to the extent such is acceptable to the Primary Financing Parties and/or the Agent, as applicable, in their reasonable discretion), cooperate with the Construction Agent or the Lessee in connection with the Construction Agent or the Lessee satisfying its covenant obligations contained in the Operative Agreements including without limitation at any time and from time to time, promptly and duly executing and delivering any and all such further instruments, documents and financing statements (and continuation statements related thereto).

     8.2. Covenants of the Lessor.

     The Lessor hereby agrees that so long as this Agreement is in effect:

35

36

     8.3. The Lessee Covenants, Consent and Acknowledgment.

37

38

39

40

41

42

     8.3A Additional Covenants of the Lessee.

     Except as specifically provided below, during the Construction Period and the Term, if any, the Lessee covenants with each of the other parties hereto as follows:

43

44

45

46

47

     Information required to be delivered pursuant to clause (i) of this Section 8.3A, if not previously delivered through paper copies, shall be deemed to have been delivered on the date on which the Lessee provides notice to the Financing Parties that such information has been posted on the Lessee’s website on the Internet, at sec.gov/edaux/searches.htm or at another website identified in such notice and accessible by the Financing Parties without a charge: provided that (x) such notice may be included in any certificate delivered pursuant to clause (iii) hereof and (y) the Lessee shall deliver paper copies of the information referred to in clause (i) of this Section 8.3A upon request of any Financing Party.

48

49

     8.4. Sharing of Certain Payments.

     Except for Excepted Payments, the parties hereto acknowledge and agree that all payments due and owing by the Lessee to the Lessor under the Lease or any of the other Operative Agreements shall be made by the Lessee directly to the Agent as more particularly provided in Section 8.3 hereof. The Agent, the Primary Financing Parties and the Lessee acknowledge the terms of Section 8.7 of this Agreement regarding the allocation of payments and other amounts made or received from time to time under the Operative Agreements and agree that all such payments and amounts are to be allocated as provided in Section 8.7 of this Agreement.

     8.5. Grant of Easements, etc.

     The Agent and the Primary Financing Parties hereby agree that, so long as no Event of Default shall have occurred and be continuing, and until such time as the Agent gives instructions to the contrary to the Lessor after the occurrence and continuance of such Event of Default, the Lessor shall, with the prior consent of the Agent not to be unreasonably withheld, from time to time at the request of the Lessee, in connection with the transactions contemplated by the Agency Agreement, the Lease or the other Operative Agreements, (i) grant easements and other rights with respect to the Property, (ii) release existing easements or other rights which are for the benefit of the Property, (iii) execute and deliver to any Person any instrument appropriate to confirm or effect such grants or releases and (iv) execute and deliver to any Person such other documents or materials in connection with the acquisition, development, construction, testing, demolition or operation of the Property, including without limitation reciprocal easement agreements, construction contracts, operating agreements, development agreements, plats, replats or subdivision documents; provided, that each of the agreements referred to in this Section 8.5 shall be of the type normally executed by the Lessee in the ordinary course of its business and shall be on commercially reasonable terms so as not to diminish the value of the Property in any material respect or otherwise have a Material Adverse Effect.

     8.6. Appointment of the Agent by the Primary Financing Parties.

50

51

52

\

53

54

     8.7. Payments.

55

56

57

58

     8.8. Release of the Property, etc.

     If the Lessee shall at any time purchase the Property pursuant to the Lease, or the Construction Agent shall purchase the Property pursuant to the Agency Agreement, or if the Property shall be sold in accordance with Article XXII of the Lease, then, upon satisfaction by the Borrower of its obligation to prepay the Financing and all other amounts owing to the Primary Financing Parties under the Operative Agreements, the Agent is hereby authorized and directed to release the Property from the Liens created by the Security Documents to the extent of its interest therein. In addition, upon the termination of the Commitments and the payment in full of the Financing and all other amounts owing by the Borrower and the Lessee hereunder or under any other Operative Agreement, the Agent is hereby authorized and directed to release the Property from the Liens created by the Security Documents to the extent of its interest therein. Following any such release, the Agent shall, at the sole cost and expense of the Lessee, execute and deliver to the Borrower and the Lessee such documents as the Borrower or the Lessee shall reasonably request to evidence such release.

     8.9. Limitation of Lessor’s Obligations.

59

      8.10. No Representations or Warranties as to the Property or Operative Agreements.

      THE LESSOR MAKES (i) NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT except that the Lessor hereby represents, warrants and covenants to each Primary Financing Party and the Lessee that it will comply with the last sentence of Section 8.9(a), and (ii) no representation or warranty as to the validity or enforceability of any Operative Agreement as against any Person other than the Lessor or as to the correctness of any statement made by a Person other than the Lessor contained in any thereof.

60

     8.11. Reliance; Advice of Counsel.

     The Lessor shall not incur any liability to any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Lessor may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Lessor may for all purposes of the Operative Agreements rely on an Officer’s Certificate of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Lessor for any action taken or omitted to be taken by it reasonably in good faith in reliance thereon. In the administration of the Lessor’s duties, the Lessor may execute and perform its powers and duties directly or through agents or attorneys and may consult with counsel, accountants and other skilled Persons to be selected and employed by it, and the Lessor shall not be liable for anything done, suffered or omitted reasonably in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled Persons and not contrary to the Operative Agreements.

     8.12 [Reserved].

     8.13. [Reserved].

     8.14. Non-Disturbance.

     In the event of a foreclosure under any Security Document upon the occurrence of an Event of Default, so long as there shall then exist no Lease Event of Default, the Primary Financing Parties agree, for themselves and their respective successors and assigns, that neither the leasehold interest, right of possession nor use and enjoyment of the Property by Lessee under the Lease shall be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and the Lease (subject to the rights of the Lessee pursuant to Section 10.1(d)) shall automatically and unconditionally become a direct lease between the Primary Financing Parties or any successor thereto, as lessor as if such Primary Financing Parties or successor were the Lessor originally named in the Lease, and Lessee. If any award, compensation or proceeds of insurance are received by or turned over to the Agent or any Primary Financing Party in accordance with the Lease, in respect of any Casualty or Condemnation (collectively, as used in this Section 8.14, “proceeds”), and if a Lease Default or Lease Event of Default shall not have occurred and be continuing, then the Agent and the Primary Financing Parties shall make available for expenses related to the Restoration of the Property, all such proceeds it receives pursuant to the terms of the Lease.

     8.15 Payment of Appraiser Expenses.

     Notwithstanding any provision in any Operative Agreement to the contrary, each of the Lessor and the Investors hereby agrees to pay its ratable share (based on each such party’s pro

61

rata share of the aggregate Commitment) of the fees or expenses of any appraiser otherwise payable by the Lessor pursuant to Section 22.4 of the Lease.

     8.16 Bankruptcy Petition Against the Conduit.

     Each of the parties hereto (other than the Conduit) (by accepting the benefits of this Agreement) hereby agrees that it will not institute against, or join any other Person in instituting against, the Conduit any Insolvency Proceeding so long as any Commercial Paper Note issued by the Conduit shall be outstanding and there shall not have elapsed one year and one day since the last day on which any such Commercial Paper Note shall have been outstanding.

SECTION 9. RIGHTS UNDER THE CREDIT AGREEMENTS.

     Notwithstanding anything to the contrary contained in the Credit Agreements, the Agent, the Lenders, the Lessor and the Lessee hereby agree that, prior to the occurrence and continuation of any Lease Default or Lease Event of Default, the Lessee shall have the following rights of the Borrower:

62

SECTION 10. TRANSFER OF INTEREST.

     10.1. Restrictions on Transfer.

63

64

     10.2. Effect of Transfer.

     From and after any transfer effected in accordance with this Section 10, the transferor shall be released, to the extent of such transfer, from its liability hereunder and under the other documents to which it is a party in respect of obligations to be performed on or after the date of such transfer; provided, however, that any transferor (excluding the Conduit in connection with any such transfer under or pursuant to the Liquidity Agreement) shall remain liable hereunder and under such other documents to the extent that the transferee shall not have assumed the obligations of the transferor thereunder. Upon any transfer by the Lessor or any other Primary Financing Party as above provided, any such transferee shall assume the obligations of the Lessor or such Primary Financing Party, as the case may be, and shall be deemed the “Lessor” and/or a “Primary Financing Party”, as the case may be, for all purposes of such documents and each reference herein to the transferor shall thereafter be deemed a reference to such transferee for all purposes, except as provided in the preceding sentence. Notwithstanding any transfer of all or a portion of the transferor’s interest as provided in this Section 10, the transferor shall be entitled to all benefits accrued and all rights vested prior to such transfer including without limitation rights to indemnification under any such document.

     10.3. Permitted Refinancing of Loans.

     Notwithstanding any provision to the contrary in any Operative Agreement, so long as no Lease Default or a Lease Event of Default shall have occurred and be continuing, the Lessee may request the Agent to facilitate a refinancing of the Credit Loans and the Mortgage Loans with institutional investors in order to change the relative amount of Mortgage Loans to Credit Loans; provided, in any event, any such refinancing must be on terms and conditions that are reasonably satisfactory to all Financing Parties. Such request to the Agent shall be made pursuant to a notice from the Lessee to the Agent and the Primary Financing Parties delivered not less than thirty (30) days prior to the anticipated closing date for such assignment. Such assignment shall be accomplished in accordance with the provisions of Section 10.1 of this Agreement and Section 9.8 of the Credit Agreements. Concurrent with the effective date of such assignment, one or more amendment documents (in form and substance satisfactory to the Financing Parties, the Lessee and any such assignee) regarding the Operative Agreements shall also be executed and

65

effective in order to modify the Operative Agreements with regard to the inclusion of such institutional investors as Lenders.

SECTION 11. INDEMNIFICATION.

     11.1. General Indemnity.

66

       If a written demand is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity

67

Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such period of thirty (30) days, such Indemnified Person shall endeavor to, in such notice to the Indemnity Provider, inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period unless the Indemnified Person shall be required by such law or regulation to take action prior to the end of such seven (7) day period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting all or any part of such Claim, but only for the portion of the Claim that the Indemnity Provider is precluded from contesting.

     If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the reasonable expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider’s reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request in writing that the Indemnity Provider conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a potential conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time.

     The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount

68

regarding such Claim, except reasonable expenses therefrom incurred by such Indemnified Person in connection with the response to such Claim.

     Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to take any action and the Indemnity Provider shall not be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person) prior to the date such payment is due, (D) in the case of an appeal of an adverse determination of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that the position asserted in such appeal will more likely than not prevail and (E) no Event of Default by the Indemnity Provider shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely to the position taken by the Indemnity Provider by a court of competent jurisdiction pursuant to the contest provisions of this Section 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the Indemnity Provider and reasonably acceptable to the Indemnified Person stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest. In no event shall the Indemnity Provider be permitted to adjust or settle any Claim without the consent of the Indemnified Person to the extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by or adverse admission by or with respect to the Indemnified Person.

     11.2. General Tax Indemnity.

69

Notwithstanding the foregoing, the exclusions from the definition of “Impositions” set forth in clauses (i), (ii) and (iii) shall not apply (but the other exclusions shall apply) to any Taxes or increase in Taxes imposed on an Indemnified Person net of any decrease in Taxes realized by

70

such Indemnified Person, to the extent that such tax increase or decrease would not have occurred if on each date of an Advance the Primary Financing Parties has advanced funds to the Lessee in the form of a loan secured by the Property in an amount equal to the Acquisition and Construction Advances funded on such date of an Advance, with debt service equal to the Basic Rent payable on each Schedule Interest Payment Date and a principal balance at the maturity of such loan in an amount equal to the then outstanding amount of the Notes at the end of the term of the Lease.

71

72

73

     11.3. Increased Costs, Loan Adequacy; Illegality, etc.

74

75

     11.4. Funding/Contribution Indemnity.

     The Lessee agrees to indemnify each Financing Party and to hold each Financing Party harmless from any and all Breakage Costs. Each Financing Party agrees to provide the Lessee prompt written notice of any occurrence which gives rise to Lessee’s indemnification obligations under this Section 11.4.

     11.5. EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT LIABILITY, ETC.

     WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION PROVISIONS OF ANY AND ALL OF THE OPERATIVE AGREEMENTS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PERSON PROVIDING INDEMNIFICATION OF ANOTHER PERSON UNDER ANY OPERATIVE AGREEMENT HEREBY FURTHER EXPRESSLY RELEASES EACH BENEFICIARY OF ANY SUCH INDEMNIFICATION FROM ALL CLAIMS FOR LOSS OR DAMAGE, DESCRIBED IN ANY OPERATIVE AGREEMENT, CAUSED BY ANY ACT OR OMISSION ON THE PART OF ANY SUCH BENEFICIARY ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH BENEFICIARY, AND INDEMNIFIES, EXONERATES AND HOLDS EACH SUCH BENEFICIARY FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LOSSES, COSTS, LIABILITIES, DAMAGES AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES AND EXPENSES), DESCRIBED ABOVE, INCURRED BY ANY SUCH BENEFICIARY (IRRESPECTIVE OF WHETHER ANY SUCH BENEFICIARY IS A PARTY TO THE ACTION FOR WHICH INDEMNIFICATION UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT IS SOUGHT) ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH BENEFICIARY.

76

     11.6. Additional Provisions Regarding Environmental Indemnification.

     Without limiting the generality of Section 11.1, each and every Indemnified Person shall at all times have the rights and benefits, and the Indemnity Provider shall have the obligations, in each case provided pursuant to the Operative Agreements with respect to environmental matters, violations of any Environmental Law, any Environmental Claim or other loss of or damage to any property or the environment relating to the Property, the Collateral, the Lease, the Agency Agreement or the Indemnity Provider (including without limitation the rights and benefits provided pursuant to Section 11.1(c)).

     11.7. Indemnity Prior to Completion Date.

     Notwithstanding the provisions of Sections 11.1, 11.2, 11.3, 11.4, 11.5 and 11.6 and any other indemnity obligations of the Indemnity Provider under the Operative Agreements, (a) the Lessor shall be the only beneficiary of the provisions set forth in Sections 11.1, 11.2, 11.3, 11.4, 11.5 and 11.6 and any other indemnity obligations of the Indemnity Provider under the Operative Agreements with respect to any Claim arising thereunder solely for the period prior to the Completion Date related to the Property, and (b) such limited rights of indemnification referenced in Section 11.7(a) (to the extent relating to third-party claims) shall be limited to third-party claims caused by or resulting from the Indemnity Provider’s acts or omissions and/or all other Persons acting by, through or under the Indemnity Provider (including, without limitation, contractors, subcontractors and other Persons contracted or controlled by the Construction Agent). After the Completion Date, each Indemnified Person shall be a beneficiary of the provisions set forth in Sections 11.1 through 11.6.

     To the extent the Indemnity Provider is not obligated to indemnify any Indemnified Person with respect to Claims arising under Sections 11.1, 11.2, 11.3, 11.4, 11.5 or 11.6 and any other indemnity obligations of the Indemnity Provider under the Operative Agreements prior to the Completion Date, the Lessor shall provide such indemnities (but only to the extent Loans and Lessor Advances are made available to the Lessor to pay such amounts) in favor of such Indemnified Person in accordance with the relevant provisions of Sections 11.1, 11.2, 11.3, 11.4, 11.5 or 11.6 and any other indemnity obligations of the Indemnity Provider under the Operative Agreements as the case may be. It is acknowledged and agreed that any amount which the Lessor pays in favor of any Indemnified Person with Loans and/or Lessor Advances shall be added to the Property Cost.

     THE INDEMNITY OBLIGATIONS UNDERTAKEN BY THE LESSOR PURSUANT TO THIS SECTION 11.7 ARE IN ALL RESPECTS SUBJECT TO THE LIMITATIONS ON LIABILITY REFERENCED IN SECTION 12.9.

77

SECTION 12. MISCELLANEOUS.

     12.1. Survival of Agreements.

     The representations, warranties, covenants, indemnities and agreements of the parties provided for in the Operative Agreements, and the parties’ obligations under any and all thereof, shall survive the execution and delivery of this Agreement, the transfer of the Property to the Lessor, the acquisition of the Property (or any of its components), the construction of any Improvements, the Completion, any disposition of any interest of the Lessor in the Property, the payment of the Notes and the Lessor Advances and any disposition thereof and shall be and continue in effect notwithstanding any investigation made by any party and the fact that any party may waive compliance with any of the other terms, provisions or conditions of any of the Operative Agreements. Except as otherwise expressly set forth herein or in other Operative Agreements, the indemnities of the parties provided for in the Operative Agreements shall survive the expiration or termination of any thereof with respect to matters occurring prior to such expiration or termination.

     12.2. Notices.

     All notices required or permitted to be given under any Operative Agreement shall be in writing. Notices may be served by certified or registered mail, postage paid with return receipt requested; by private courier, prepaid; by facsimile or other telecommunication device capable of transmitting or creating a written record; or personally. Notices sent by mail or courier shall be deemed delivered when delivered as addressed, or if the addressee refuses delivery, when presented for delivery notwithstanding such refusal. Notices delivered by fax shall be deemed delivered when receipt is acknowledged by the addressee or its office. Personal delivery shall be effective when accomplished. Unless a party changes its address by giving notice to the other party as provided herein, notices shall be delivered to the parties at the following addresses:

     If to the Construction Agent or the Lessee, to such entity at the following address:

     with a copy to:

78

     If to the Borrower or the Lessor, to such entity at the following address:

     If to the Deal Agent or the Conduit, to either at the following address:

     with a copy to:

     If to the Agent, to it at the following address:

79

     with a copy to:

     If to any Lender, to it at the address set forth for such Lender in Schedule 2.1 of the applicable Credit Agreement.

     From time to time any party may designate additional parties and/or another address for notice purposes by notice to each of the other parties hereto. Each notice hereunder shall be effective upon receipt or refusal thereof.

     12.3. Counterparts.

     This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one (1) and the same instrument.

     12.4. Terminations, Amendments, Waivers, Etc.

     Each of the parties hereto agrees that:

80

81

     Any such termination, amendment, supplement, waiver, discharge or modification approved, executed, adopted or consented to pursuant to this Section 12.4 shall apply equally to each of the Lenders and the Lessor and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

     If, at a time when the conditions precedent set forth in the Operative Agreements to any Lessor Advance are, in the reasonable opinion of the Agent, satisfied, the Lessor shall fail to fulfill its obligations to make such Lessor Advance, then, for so long as such failure shall continue, the Lessor shall (unless the Lessee and the Majority Secured Parties, determined as if the Lessor were not a “Financing Party”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers, discharges or modifications under the Operative Agreements to have no Lessor Advances for purposes of performing the computation of Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken with respect to a Unanimous Vote Matter shall not be effective as against the Lessor without the Lessor’s consent.

     If, at a time when the conditions precedent set forth in the Operative Agreements to any Loan are, in the reasonable opinion of the Agent, satisfied, any Lender (other than the Conduit) shall fail to fulfill its obligations to make such Loan, then, for so long as such failure shall continue, such Lender shall (unless the Lessee and the Majority Secured Parties, determined as if such Lender were not a “Financing Party”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers, discharges or modifications under the Operative Agreements to have no Loans for purposes of performing the computation of Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken with respect to a Unanimous Vote Matter shall not be effective as against such Lender without such Lender’s consent.

     Notwithstanding the foregoing, no termination, amendment, supplement, waiver or modification of any Operative Agreement shall, without the consent of each Hedge Provider, (i) terminate, amend, supplement, waive or modify any provision of the applicable provisions of the Operative Agreements relating to Hedging Agreements or the calculation of amounts payable in connection therewith, (ii) extend the scheduled date of maturity of any payment obligation owing to any Hedge Provider pursuant to the Operative Agreements, extend the last day of the Term, extend any payment date of any obligation owing to any Hedge Provider pursuant to the Operative Agreements, reduce any amount payable to any Hedge Provider pursuant to the Operative Agreements, modify the priority of any Lien in favor of the Agent under any Security Document, subordinate any obligation owed to any Hedge Provider, or (iii) terminate, amend, supplement, waive or modify any provision of this Section 12.4 or (so long as Wachovia is a Lender or Wachovia Development Corporation is the Lessor) reduce the percentages specified in the definition of Majority Secured Parties, or (except in accordance with the Operative Agreements) permit any additional rights of assignment or transfer by the Lessor of any of its rights and obligations under any Credit Document or release a material portion of the Collateral (except in accordance with Section 8.8 and provided, the foregoing shall not impair the release of

82

Liquid Collateral in accordance with the express provisions of the Operative Agreements) or release the Lessee from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessee to the Lessor or any Hedge Provider under the Operative Agreements.

     12.5. Headings, etc.

     The Table of Contents and headings of the various Articles and Sections of this Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

     12.6. Parties in Interest.

     Except as expressly provided herein, none of the provisions of this Agreement are intended for the benefit of any Person except the parties hereto.

83

     Subject to the other applicable provisions of the Operative Agreements, the parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off and peaceful possession of personal property; and (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceedings. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute.

     Each party to this Agreement agrees that it shall not have a remedy of punitive or exemplary damages against any other party in any Dispute and hereby waives any right or claim to punitive or exemplary damages it has now or which may arise in the future in connection with any Dispute.

     12.8. Severability.

     Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     12.9. Liability Limited.

84

     12.10. Rights of the Lessee.

     If at any time all obligations of the Borrower and the Lessee under the Operative Agreements have in each case been satisfied or discharged in full, then the Lessee shall be entitled to (a) terminate the Lease and (b) receive (i) all amounts then held under the Operative Agreements, and all proceeds with respect to, the Property and (ii) a release of the remaining Collateral. Upon the termination of the Lease pursuant to the foregoing clause (a), the Lessor shall transfer to the Lessee or its designee all of its right, title and interest free and clear of the Lien of the Lease, the Lien of the Security Documents and all other Operative Agreements and all Lessor Liens in and to the Property and any amounts or proceeds referred to in the foregoing clause (b) shall be paid over to the Lessee or its designee.

85

     12.11. Further Assurances.

     The parties hereto shall promptly cause to be taken, executed, acknowledged or delivered, at the sole expense of the Lessee, all such further acts, conveyances, documents and assurances as the other parties may from time to time reasonably request in order to carry out and effectuate the intent and purposes of this Participation Agreement, the other Operative Agreements and the transactions contemplated hereby and thereby (including without limitation the preparation, execution and filing of any and all Uniform Commercial Code financing statements, filing of the Mortgage Instrument and other filings or registrations which the parties hereto may from time to time request to be filed or effected). The Lessee, at its own expense and without need of any prior request from any other party, shall take such action as may be necessary (including without limitation any action specified in the preceding sentence), or (if the Lessor shall so request) as so requested, in order to maintain and protect all security interests provided for hereunder or under any other Operative Agreement. In addition, in connection with the sale or other disposition of the Property or any portion thereof, the Lessee agrees to execute such instruments of conveyance as reasonably required pursuant to the Operative Agreements in connection therewith.

     12.12. Calculations under Operative Agreements.

     The parties hereto agree that all calculations and numerical determinations to be made under the Operative Agreements by the Lessor shall be made by the Agent and that such calculations and determinations shall be conclusive and binding on the parties hereto in the absence of demonstrable error.

     12.13. Confidentiality.

     Each Financing Party severally agrees to keep confidential all non-public information pertaining to the Lessee or any of its Subsidiaries which is provided to it by the Lessee or any of its Subsidiaries and which an officer of the Lessee or any of its Subsidiaries has requested in writing be kept confidential, and shall not intentionally disclose such information to any Person except:

86

       Subject to the terms of Sections 12.13(a)-12.13(h), under the terms of any one or more of which circumstances disclosure shall be permitted, each Financing Party severally agrees to keep confidential all non-public information pertaining to the financing structure described in the unrecorded Operative Agreements. Any Person required to maintain the confidentiality of information as provided in this Section 12.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord to its own confidential information.

87

     Notwithstanding anything herein to the contrary, confidential information shall not include, and the Financing Parties may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and by the other Operative Agreements and all materials of any kind (including opinions or other tax analyses) that are provided to such Financing Party relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby and by the other Operative Agreements.

     12.14. Financial Reporting/Tax Characterization.

     Lessee agrees to obtain advice from its own accountants and tax counsel regarding the financial reporting treatment and the tax characterization of the transactions described in the Operative Agreements. The Lessor acknowledges that the Lessee and its auditors will be relying upon the information provided pursuant to Sections 8.2(e) and 8.2(f) and the Lessor Confirmation Letters for purposes of determining consolidation under FASB Interpretation No. 46.

     It is the further intent of the Parties to this Agreement that this Agreement and the transaction evidenced by the Operative Agreements conform with and satisfy the requirements of, to the extent applicable, FAS 13, FASB Interpretation No. 46, Emerging Issues Task Force, 1997\Issue 97-1 and Emerging Issues Task Force, 1997\Issue 97-10.

     12.15 Deal Agent.

     The Deal Agent shall take all actions for and on behalf of the Conduit hereunder and under the Operative Agreements as provided in Section 2A of the Credit Agreements.

     12.16 Recourse Against Certain Parties.

     (a)  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 any Secured Party as contained in the Operative Agreements 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 Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Secured Party 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 Secured Party contained in the Operative Agreements and all of the other agreements, instruments and documents entered into by it pursuant thereto or in connection therewith are, in each case, solely the corporate obligations of such Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such Secured Party or any incorporator, stockholder, affiliate,

88

officer, employee or director of such Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Secured Party contained in the Operative Agreements or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Secured Party or of any such administrator, or any of them, for breaches by such Secured Party 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 the Operative Agreements. The provisions of this section shall survive the termination of the Operative Agreements.

     (b)  Notwithstanding anything in the Operative Agreements to the contrary, the Conduit shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to the Conduit after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of the Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties to the Operative Agreements agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by the Conduit exceeds the amount available to the Conduit to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

     12.17 Parties in Interest.

     Except as expressly provided herein, none of the provisions of this Agreement are intended for the benefit of any Person except the parties hereto; provided, notwithstanding anything in any Operative Agreement to the contrary, each Hedge Provider is hereby automatically deemed, without further action, to be a third party beneficiary of this Agreement and the other Operative Agreements and to have full right to pursue one or more actions at law or in equity to protect its rights pursuant to this Agreement and the other Operative Agreements and (b) to have appointed Wachovia to act as Agent on its behalf pursuant to Section 8.6 (and Wachovia shall be deemed to have accepted such appointment).

     12.18 Hedging Agreements are not Collateral.

     Notwithstanding any provision in any Security Document to the contrary, all parties to this Agreement acknowledge and agree that no right, title or interest of the Borrower in and to any Hedging Agreement constitutes, or shall constitute, Collateral.

     12.19 Replacement of the Intermediary.

     Notwithstanding any provision of any Operative Agreement to the contrary, the Agent in its sole discretion may elect upon the Completion Date to replace the Intermediary with another Person (which may be Wachovia, an Affiliate of Wachovia or another Person) for all purposes in connection with the Operative Agreements (including without limitation with regard to the Liquid Collateral Agreements and the Punch List Liquid Collateral Agreements). Upon making

89

such election, the Agent shall notify the Intermediary and the Lessee, and all such parties shall cooperate to modify and replace all documentation as necessary or appropriate in order to accomplish such replacement of the Intermediary promptly.

     12.20 Amendment and Restatement.

     The parties hereto hereby agree to amend and restate the Original Participation Agreement (in regards to the Property) pursuant to the terms of this Agreement.

     12.21 No Novation.

     The Notes and obligations evidenced and governed by this Agreement regarding Lessor Advances are not intended as a novation, but rather are intended as an amendment and restatement of the indebtedness and Lessor advanced amounts issued previously regarding the Property under the transactions evidence by the Original Participation Agreement and the related transaction documents. The Lenders and the Lessor acquired their respective interests in such indebtedness and in such Lessor advanced amounts pursuant to the Master Transfer Agreement.

[signature pages follow]

90

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

THE CONSTRUCTION AGENT
AND THE LESSEE:

[signature pages continue]

THE BORROWER AND THE LESSOR:

[signature pages continue]

THE CONDUIT, A CREDITOR LENDER
AND A MORTGAGE LENDER:

[signature pages continue]

THE INVESTORS, THE ADDITIONAL
CREDIT LENDERS AND THE
ADDITIONAL MORTGAGE LENDERS:

[signature pages continue]

     THE DEAL AGENT:

THE AGENT:

[signature pages end]

Appendix A
Rules of Usage and Definitions

I. Rules of Usage

The following rules of usage shall apply to this Appendix A and the Operative Agreements (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein:

     (a)  Except as otherwise expressly provided, any definitions set forth herein or in any other document shall be equally applicable to the singular and plural forms of the terms defined.

     (b)  Except as otherwise expressly provided, references in any document to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to such document.

     (c)  The headings, subheadings and table of contents used in any document are solely for convenience of reference and shall not constitute a part of any such document nor shall they affect the meaning, construction or effect of any provision thereof.

     (d)  References to any Person shall include such Person, its successors, permitted assigns and permitted transferees.

     (e) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, modified, extended, supplemented and/or restated from time to time in accordance with the applicable provisions thereof.

     (f)  Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor.

     (g)  When used in any document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof.

     (h)  References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

     (i)  Each of the parties to the Operative Agreements and their counsel have reviewed and revised, or requested revisions to, the Operative Agreements, and the usual rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of the Operative Agreements and any amendments or exhibits thereto.

     (j)  Capitalized terms used in any Operative Agreements which are not defined in this Appendix A but are defined in another Operative Agreement shall have the meaning so ascribed to such term in the applicable Operative Agreement.

     (k)  In computing any period of time for purposes of any Operative Agreement, the mechanics for counting the number of days set forth in Rule 6 of the Federal Rules of Civil Procedure shall be observed.

     (l)  For purposes of the Operative Agreements, any reference to the acquisition of the Property by the Lessor shall be deemed, unless otherwise expressly stated, to refer to the acquisition of a ground leasehold interest in the Property by the Lessor pursuant to the Ground Lease and the acquisition of an interest by the Lessor pursuant to the Appurtenant Rights.

     (m)  For purposes of the Operative Agreements, (i) any reference to a Lease Default shall be deemed to include a reference to an Agency Agreement Default, (ii) any reference to an Agency Agreement Default shall be deemed to include a reference to a Lease Default, (iii) any reference to a Lease Event of Default shall be deemed to include a reference to an Agency Agreement Event of Default, and (iv) any reference to an Agency Agreement Event of Default shall be deemed to include a reference to a Lease Event of Default.

     (n)  For purposes of the Operative Agreements, all references to the “Lessee” or the “Construction Agent” shall be deemed to refer to Human Genome Sciences, Inc., a Delaware corporation, in each of its respective capacities pursuant to the Operative Agreements.

II. Definitions

Appendix A - 2

     “ABR” shall mean, for any day but subject to the last sentence of this definition of “ABR”, a rate per annum equal to the Federal Funds Effective Rate in effect on such day plus 0.35%. For purposes hereof, “Federal Funds Effective Rate” shall mean for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the federal funds rates as quoted by Wachovia and confirmed in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by Wachovia (or, if such day is not a Business Day, for the next preceding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of Wachovia, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. Charlotte, North Carolina time.

     “ABR Lessor Advances” shall mean Lessor Advances the rate of interest applicable to which is based upon the ABR.

     “ABR Loans” shall mean Loans the rate of interest applicable to which is based upon the ABR.

     “Acceleration” shall have the meaning given to such term in Section 6 of the applicable Credit Agreement.

     “Accountants” means Ernst & Young LLP (or any successor thereto), or any other firm of certified public accountants of recognized national standing selected by the Lessee.

     “Accounts” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Accumulated Funding Deficiency” shall have the meaning given to such term in Section 302 of ERISA.

     “Actual Knowledge” shall mean, with respect to the Lessee or any Affiliate of the Lessee, the actual knowledge of any of the following Persons: (i) with respect to facts or occurrences relating to the Property, employees of the Lessee, any Construction Agency Person or any Affiliate of the Lessee (but only such employees of the Lessee, any Construction Agency Person or any Affiliate of the Lessee regularly engaged in supervising the acquisition, construction, use, maintenance or operation of the Property), and (ii) with respect to facts or occurrences unrelated to the Property, any Responsible Officer of the Lessee, any Construction Agency Person or any Affiliate of the Lessee.

     “Additional Collateral Delivery Date” shall mean with respect to each Additional Collateral Demand, the day on or before the fifth Business Day following the making of an Additional Collateral Demand or if one or more Additional Collateral Demands are outstanding and the aggregate amount of the Pledged Securities required to be transferred to the Liquid Collateral Account exceeds $5,000,000, then with respect to all outstanding transfers of Pledged Securities, on the Business Day next following the Business Day when the aggregate amounts required to be transferred to such Liquid Collateral Account first exceeds $5,000,000.

Appendix A - 3

     “Additional Collateral Demand” shall have the meaning given to such term in Section 5.11(c)(i) of the Participation Agreement.

     “Additional Liquid Collateral” shall have the meaning given to such term in Section 5.11(c)(i) of the Participation Agreement.

     “Adjusted Market Value” shall mean with respect to Properly Margined Liquid Collateral, the sum of the Adjusted Market Value (Item) of each Permitted Investment constituting Properly Margined Liquid Collateral in respect of the Liquid Collateral Account on each date such Liquid Collateral is marked-to-market in accordance with Section 8.3A(s) of the Participation Agreement.

     “Adjusted Market Value (Item)” shall mean with respect to each Permitted Investment that constitutes Liquid Collateral on any date that the securities in the Liquid Collateral Account are marked-to-market, the product of the Fair Market Sales Value of the Permitted Investment on such date multiplied by the percentage in the table below under the column marked “Advance Rate to Maintain Properly Margined Liquid Collateral” opposite the type of investment into which such Permitted Investment falls.

     “Advance” shall mean a Construction Advance and, in accordance with Section 1 of the Participation Agreement, shall be deemed to include the amounts advanced by the Primary Financing Parties to obtain their respective interests pursuant to the Master Transfer Agreement on the Closing Date.

Appendix A - 4

     “Advance Cap” shall have the meaning given to such term in Section 5.17 of the Participation Agreement.

     “Affected Party” shall have the meaning given to such term in Section 11.3(a) of the Participation Agreement.

     “Affiliate” shall mean, with respect to any Person, any Person or group acting in concert in respect of the Person in question that, directly or indirectly, controls or is controlled by or is under common control with such Person.

     “After Tax Basis” shall mean, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the then maximum marginal rates generally applicable to Persons of the same type as the recipient with respect to the receipt by the recipient of such amounts (less any tax savings realized as a result of the payment of the indemnified amount), such increased payment (as so reduced) is equal to the payment otherwise required to be made.

     “Agency Agreement” shall mean the Amended and Restated Agency Agreement, dated as of the Closing Date, between the Construction Agent and the Lessor.

     “Agency Agreement Default” shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute an Agency Agreement Event of Default.

     “Agency Agreement Event of Default” shall have the meaning given to such term in Section 5.1 of the Agency Agreement.

     “Agent” shall mean Wachovia Bank, National Association, as agent for the Primary Financing Parties pursuant to the Participation Agreement or any successor agent appointed in accordance with the terms of the Participation Agreement and, respecting the Security Documents, as agent for the Secured Parties.

     “Allocated Commercial Paper” shall mean commercial paper issued by or on behalf of the Conduit if the proceeds thereof are used to fund or maintain one or more CP Loans.

     “Applicable Percentage” shall mean:

Appendix A - 5

     “Appraisal” shall mean, with respect to the Property, an “as-built” appraisal to be delivered in connection with the Participation Agreement or in accordance with the terms of the Lease, in each case prepared by a reputable appraiser reasonably acceptable to the Agent, which, in the reasonable judgment of counsel to the Agent, complies with all of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto, and all other applicable Legal Requirements.

     “Appraisal Procedure” shall have the meaning given such term in Section 22.4 of the Lease.

     “Approved Bank” shall mean any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof.

     “Approved State” shall mean the State of Maryland.

     “Appurtenant Rights” shall mean (a) all agreements, easements, rights of way or use, rights of ingress or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land underlying the Improvements or the Improvements, including without limitation the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and (including without limitation the HVAC Easement) and (b) all permits, licenses and rights, whether or not of record, appurtenant to such Land or the Improvements.

     “Asset Backed Securities” shall mean asset backed securities rated AAA by S&P and Aaa by Moody’s.

     “Assigned Facility” shall have the meaning given to such term in EXHIBIT B of the applicable Credit Agreement.

     “Assigned Interest” shall have the meaning given to such term in EXHIBIT B of the applicable Credit Agreement.

Appendix A - 6

     “Assignment” shall have the meaning given to such term in the Cash Collateral Agreement.

     “Assignment and Acceptance” shall mean an Assignment and Acceptance in the form attached to the applicable Credit Agreement as EXHIBIT B.

     “Available Commitment” shall mean (a) as to any Credit Lender, the Available Credit Lender Commitment, (b) as to any Mortgage Lender, the Available Mortgage Lender Commitment and (c) as to the Lessor, the Available Lessor Commitment.

     “Available Credit Lender Commitment” shall mean, as to any Credit Lender at any time, an amount equal to the excess, if any, of (a) in the case of the Investors, the amount of each such Investor’s Credit Loan Commitment (or, in the case of the Conduit, the amount of the Credit Loan Commitment) over (b) the aggregate principal amount of all Credit Loans made by such Credit Lender as of such date (but without giving effect to any repayments or prepayments of any Credit Loans under the Credit Loan Agreement).

     “Available Lender Commitment” shall mean (a) as to any Credit Lender, the Available Credit Lender Commitment and (b) as to any Mortgage Lender, the Available Mortgage Lender Commitment.

     “Available Lessor Commitment” shall mean, as to the Lessor at any time, an amount equal to the excess, if any, of (a) the amount of the Lessor Commitment over (b) the aggregate principal amount of all Lessor Advances made by the Lessor as of such date (but without giving effect to any repayments or prepayments of any Lessor Advances under the Participation Agreement).

     “Available Mortgage Lender Commitment” shall mean, as to any Mortgage Lender at any time, an amount equal to the excess, if any, of (a) in the case of the Investors, the amount of such Investor’s Mortgage Loan Commitment (or, in the case of the Conduit, the amount of the Mortgage Loan Commitment) over (b) the aggregate principal amount of all Mortgage Loans made by such Mortgage Lender as of such date (but without giving effect to any repayments or prepayments of any Mortgage Loans under the Mortgage Loan Agreement).

     “Balance Deposit” shall have the meaning given such term in Section 5.5(c) of the Agency Agreement.

     “Bank Obligations” shall mean bank notes and banker’s acceptances the obligor of which has an unsecured long-term debt rating of at least A by S&P and A2 by Moody’s and has a commercial paper rating of at least A-1 by S&P and P-1 by Moody’s but excluding any such bank notes, banker’s acceptances or any other indebtedness or equity issued by, or any time deposits with, Wachovia or any of its Affiliates.

     “Bankruptcy Code” shall mean Title 11 of the U. S. Code entitled “Bankruptcy,” as now or hereafter in effect or any successor thereto.

Appendix A - 7

     “Bankruptcy Event” shall mean, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

     “Basic Documents” shall mean the following: the Participation Agreement, the Agency Agreement, the Credit Agreements, the Notes, the Lease, the Security Agreement, the Liquid Collateral Agreements and the Punch List Liquid Collateral Agreements.

     “Basic Rent” shall mean an amount equal to the scheduled Interest on the Loans and the Lessor Yield due on any Payment Date (but not including (a) Interest on any Loan or Lessor Yield on any Lessor Advance due prior to the Commencement Date with respect to the Property or (b) any overdue amounts under any Credit Agreement or the Participation Agreement) payable in accordance with the Lease and the Participation Agreement.

     “Basic Term” shall have the meaning given to such term in Section 2.2 of the Lease.

     “Basic Term Expiration Date” shall have the meaning given to such term in Section 2.2 of the Lease.

     “Benefitted Lender” shall have the meaning specified in Section 9.10(a) of the applicable Credit Agreement.

     “Bifurcation Documents” shall mean the various documents identified under the Master Transfer Agreement.

     “Bill of Sale” shall mean a Bill of Sale regarding Equipment in form and substance satisfactory to the Agent.

     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

Appendix A - 8

     “Borrower” shall mean Wachovia Development Corporation, a North Carolina corporation, and any successor, replacement and/or additional borrower under the Credit Agreements expressly permitted under the Operative Agreements.

     “Borrower’s Interest” shall mean the Borrower’s rights in, to and under the Property, the Operative Agreements, any other property contributed on behalf of the Lessee and any and all other property or assets from time to time of the Borrower obtained with respect to the Operative Agreements, including, without limitation, Modifications, and all amounts of Rent, insurance proceeds and condemnation awards, indemnity or other payments of any kind received by the Borrower pursuant to the Operative Agreements; provided, “Borrower’s Interest” shall not include any Lessor Advance or Lessor Yield.

     “Borrowing Date” shall mean any Business Day specified in a notice delivered pursuant to Section 2.3 of the applicable Credit Agreement as a date on which the Lessor requests the Lenders to make Loans thereunder.

     “Breakage Costs” shall mean any amount or amounts as shall compensate a Financing Party for any loss, cost or expense incurred by such Financing Party (as determined by such Financing Party (or, in the case of the Conduit, by the Deal Agent on behalf of the Conduit) in such Person’s sole discretion) as a result of a prepayment on any date other than a Scheduled Interest Payment Date or the Maturity Date of all or a portion of a Loan, a Note, Interest, a Lessor Advance or Lessor Yield.

     “Budgeted Total Property Cost” shall mean, at any date of determination with respect to the Property during the Construction Period, an amount equal to the aggregate amount which the Construction Agent in good faith expects to be requisitioned in order to achieve Completion with respect to the Property.

     “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Maryland, North Carolina or any other states from which the Agent, any Lender or the Lessor funds the transactions contemplated by the Operative Agreements or engages in administrative activities with respect to the transactions under the Operative Agreements are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan or Eurodollar Lessor Advance, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

     “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “Capital Stock” shall mean any nonredeemable capital stock of the Lessee or any of its Subsidiaries or of any other applicable Person, whether common or preferred.

Appendix A - 9

     “Capitalized Costs” shall mean during the Construction Period and to the extent the applicable conditions precedent pursuant to the Operative Agreements have been satisfied (a) Interest to the Credit Lenders pursuant to the Credit Notes, (b) Interest to the Mortgage Lenders pursuant to the Mortgage Notes, (c) Lessor Yield, (d) Transaction Expenses payable pursuant to Section 7 of the Participation Agreement by the Lessor, (e) rent payable with respect to the Ground Lease and scheduled amounts payable with respect to the Appurtenant Rights, (f) Impositions payable by the Construction Agent pursuant to Section 3.11 of the Agency Agreement, (g) insurance premiums payable by the Construction Agent pursuant to Section 3.5 of the Agency Agreement and (h) all amounts payable from time to time regarding any Hedging Agreement including without limitation all scheduled periodic payments and all termination payments.

     “Capitalized Lease” shall mean, as applied to any Person, any lease of property (whether real, personal, tangible, intangible or mixed of such Person) by such Person as the lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

     “Cash Burn Amount” shall mean for any period, the amount by which the sum (without duplication) for HGSI and its Subsidiaries on a consolidated basis of the following amounts is less than $0:

     “Cash Collateral Agreement” shall mean the Amended and Restated Assignment of Liquid Collateral Account dated as of the Closing Date executed by the Lessee in favor of the Agent, on behalf of the Secured Parties.

     “Cash Collateral Control Agreement” shall mean the Amended and Restated Control Agreement dated as of the Closing Date among the Agent, on behalf of the Secured Parties, the Lessee and the Intermediary.

Appendix A - 10

     “Cash Collateral Test Date” shall mean the last day of each Fiscal Quarter; provided, however, that if at the end of any Fiscal Quarter the aggregate amount of all Unrestricted Cash, Cash Equivalents and Marketable Securities of HGSI and its Subsidiaries on a consolidated basis is less than three hundred million dollars ($300,000,000) for the period of four consecutive Fiscal Quarters then ended, then at all times thereafter, “Cash Collateral Test Date” shall mean the last day of each calendar month.

     “Cash Equivalents” shall mean (a) Government Obligations having maturities of not more than one year from the date of acquisition, (b) certificates of deposit of any commercial bank incorporated under the laws of the United States, or any state, territory or commonwealth thereof, of recognized standing having capital and unimpaired surplus in excess of $500,000,000 and whose short-term commercial paper rating at the time of acquisition is at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s (any such bank, an “Approved Bank”), which certificates of deposit have maturities of not more than one year from the date of acquisition, (c) repurchase obligations with a term of not more than thirty-one (31) days for underlying securities of the types described in clauses (a), (b) and (d) of this definition entered into with any Approved Bank which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a), (b) and (d), and (ii) has a market value at the time such repurchase agreement is entered into of not less than one hundred percent (100%) of the repurchase obligation of such lender (or other commercial banking institution) thereunder, (d) commercial paper or financial company paper issued by any person incorporated under the laws of the United States., or any state thereof, and rated at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s, and in each case maturing not more than nine (9) months from the date of acquisition and not issued by HGSI or any Affiliate, and (e) investments in money market funds that are registered under the Investment Company Act of 1940,which have assets of at least $100,000,000 and at least ninety-five percent (95%) of whose assets consist of investments or other obligations of the type described in clauses (a) through (d) above and as to which withdrawals are permitted at least every thirty (30) days.

     “Casualty” shall mean any damage or destruction of all or any portion of the Property as a result of a fire or other casualty.

     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986.

     “Chattel Paper” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Claims” shall mean any and all obligations, liabilities, losses, actions, suits, penalties, claims, demands, costs and expenses (including without limitation reasonable attorney’s fees and expenses) of any nature whatsoever, but excluding Impositions and make termination payments and all other amounts due and payable from time to time pursuant to one or more Hedging Agreements.

Appendix A - 11

     “Closing” shall mean the initial closing with regard to the execution, delivery and effectiveness of certain of the Operative Agreements as of the Closing Date and the acquisition of the Property by the Lessor as of the Closing Date.

     “Closing Date” shall mean June 30, 2003.

     “Code” shall mean the Internal Revenue Code of 1986 together with rules and regulations promulgated thereunder, as amended from time to time, or any successor statute thereto.

     “Collateral” shall mean all assets of the Lessor, the Construction Agent and the Lessee, now owned or hereafter acquired, upon which a Lien is purported to be created by one or more of the Security Documents.

     “Commencement Date” shall mean the date of Completion.

     “Commercial Paper Notes” shall mean, on any day, any short-term promissory notes issued by the Conduit.

     “Commitment Percentage” shall mean, as to any Primary Financing Party at any time, the percentage which such Primary Financing Party’s Commitment then constitutes of the aggregate Commitments (or at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Primary Financing Party’s Financing then outstanding constitutes of the aggregate principal amount of all of the Financing then outstanding).

     “Commitment Period” shall mean the period from and including the Closing Date to and including the Construction Period Termination Date, or such earlier date as the Commitments shall terminate as provided in the applicable Credit Agreement and the Participation Agreement.

     “Commitments” shall mean, (a) as to the Credit Lenders, the Credit Loan Commitments, (b) as to the Mortgage Lenders, the Mortgage Loan Commitments and (c) as to the Lessor, the Lessor Commitment.

     “Completion” shall mean, with respect to the Property, such time as the substantial completion (subject to completion of punch list items) of the Improvements on the Property has been achieved in accordance with the Plans and Specifications and a temporary certificate of occupancy has been issued with respect to the Property by the appropriate governmental entity (except if non-compliance, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect or if compliance with any of the foregoing is otherwise waived by the Agent upon instruction from the Secured Parties).

     “Completion Date” shall mean the date on which Completion for the Property has occurred.

     “Compliance Certificate” shall mean a certificate executed by an authorized officer of HGSI substantially in the form of EXHIBIT M to the Participation Agreement.

Appendix A - 12

     “Concentration Limits” shall mean

provided, that with respect to the Liquid Collateral Account, the Agent and HGSI agree in writing to other or no “Concentration Limits”.

     “Condemnation” shall mean any taking or sale of the use, access, occupancy, easement rights or title to the Property or any part thereof, wholly or partially (temporarily or permanently), by or on account of any actual or threatened eminent domain proceeding or other taking of action by any Person having the power of eminent domain, including without limitation an action by a Governmental Authority to change the grade of, or widen the streets adjacent to, the Property or alter the pedestrian or vehicular traffic flow to the Property so as to result in a change in access to the Property, or by or on account of an eviction by paramount title or any transfer made in lieu of any such proceeding or action.

     “Conduit” shall mean Variable Funding Capital Corporation, a Delaware corporation.

     “Consolidated” refers to the Lessee and its Subsidiaries the accounts of which are consolidated with those of the Lessee for financial reporting purposes.

     “Consolidated Net Income” shall mean with respect to any specified Person for any period, the aggregate of the Net Income of such specified Person and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP, “Net Income” of any Person shall mean the net income (loss) of such Person, determined in accordance with GAAP.

Appendix A - 13

     “Consolidated Subsidiary” shall mean, as to any Person, any Subsidiary of such Person which under the rules of GAAP consistently applied should have its financial results consolidated with those of such Person for purposes of financial accounting statements.

     “Construction” shall mean the construction and installation of all Improvements contemplated by the Plans and Specifications.

     “Construction Advance” shall mean an advance of funds to pay Project Costs pursuant to Section 5.4 of the Participation Agreement.

     “Construction Agency Person” shall mean the Construction Agent, the Lessee, any contractor, subcontractor, adviser, architect, engineer, developer, employee, attorney-in-fact or agent with respect to the Property and any other Person that the Construction Agent directly or indirectly supervises, hires or otherwise permits to engage in any Work with respect to the Property, any portion thereof or any Improvements thereto, and any Affiliate of any of the foregoing.

     “Construction Agent” shall mean Human Genome Sciences, Inc., a Delaware corporation, as the construction agent under the Agency Agreement.

     “Construction Agent Related Event” shall have the meaning given to such term in Section 3.6(e) of the Agency Agreement.

     “Construction Budget” shall mean the cost being financed pursuant to the Operative Agreements of acquisition, installation, testing, repairing, renovating, constructing, equipping and developing the Property and other Project Costs (including without limitation Capitalized Costs) as determined by the Construction Agent in its reasonable, good faith judgment.

     “Construction Change” shall mean a revision, amendment or modification to the Plans and Specifications, the schedule for construction of the Property or any of the Construction Contracts (including a change order under any Construction Contract).

     “Construction Commencement Date” shall mean the Closing Date.

     “Construction Consultant” shall mean Inspection And Valuation International, Inc. appointed by the Lessor or such other Person as may be selected by the Lessor and reasonably acceptable to the Lessee.

     “Construction Contract” shall mean each of (i) the construction contract between the Construction Agent and the General Contractor, and (ii) each other contract entered into between the Construction Agent or the Lessee with a Contractor for the construction of Improvements or any portion thereof on the Property, in each case in form and substance reasonably satisfactory to the Lessor.

Appendix A - 14

     “Construction Documents” shall mean each of the Construction Contracts, the Construction Budget, the Construction Schedule, the Plans and Specifications, and each Performance Bond.

     “Construction Failure” shall mean any actual failure (or, any such failure which is reasonably anticipated by the Construction Agent and/or the Agent) to achieve Completion with respect to the Construction Period Property on or prior to the Construction Period Termination Date.

     “Construction Materials” shall mean, collectively, the Improvements to be constructed on the Site in accordance with the Construction Budget, the Construction Schedule and the Plans and Specifications, each of which must satisfy the requirements imposed pursuant to the Operative Agreements.

     “Construction Period” shall mean with respect to the Property the period commencing on the Construction Commencement Date and ending on the Completion Date.

     “Construction Period Property” shall mean the Property prior to the Completion Date.

     “Construction Period Required Amounts” shall mean (a) with respect to the Construction Period Property, all amounts owed by the Construction Agent under or with respect to any Operative Agreement in connection with any Environmental Claim, Environmental Violation or other environmental matter related to the Construction Period Property, including without limitation payments pursuant to Section 11.6, fines and settlements regarding such environmental matters and any remediation and cleanup cost required to be paid pursuant to Section 15.2 of the Lease, (b) (i) any loss, cost or damage suffered by, and any other Claims brought by, any Financing Party as a result of fraud, misapplication of funds, illegal acts or willful misconduct on the part of any Construction Agency Person or (ii) any loss, cost or damage suffered by or any Claim by any Financing Party resulting from the occurrence of any Insolvency Event (each without regard to any limitation of the Construction Agent’s obligations to make a payment of the Maximum Amount or any other limitation in connection with the exercise of remedies upon the occurrence of an Agency Agreement Event of Default or otherwise) and (c) any indemnity claims pursuant to the Operative Agreements including without limitation pursuant to Sections 10.1(c) and 11.1 through 11.7 of the Participation Agreement (but subject to and limited by in all respects the provisions of Section 11.7 of the Participation Agreement).

     “Construction Period Termination Date” shall mean (a) the earlier of (i) the date that the Commitments have been terminated in their entirety in accordance with the terms of the applicable Credit Agreement and the Participation Agreement, or (ii) January 31, 2004 or (b) any such later date as shall be agreed to by the Majority Secured Parties.

     “Construction Schedule” shall mean the schedule prepared by the Construction Agent in its reasonable, good faith judgment reflecting, in reasonable detail, the anticipated progress and timing of the acquisition, installation, testing, repairing, renovating, constructing, equipping and developing the Property.

Appendix A - 15

     “Contingent Liability” shall mean any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby.

     “Contractor” shall mean each entity with whom the Construction Agent or the Lessee contracts to construct any Improvements or any portion thereof on the Property.

     “Controlled Group” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Lessee, are treated as a single employer under Section 414 of the Code.

     “CP Loans” shall mean Loans the rate of interest applicable to which is based upon the CP Rate.

     “CP Rate” shall mean for any day during any Interest Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by the Conduit from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by the Conduit maturing on dates other than those certain dates on which the Conduit is to receive funds) in respect of the promissory notes issued by the Conduit that are allocated, in whole or in part, by the Deal Agent (on behalf of the Conduit) to fund or maintain a Loan during such period, as determined by the Deal Agent (on behalf of the Conduit) and reported to the Lessor and the Lessee, which rates shall reflect and give effect to (i) 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 Conduit) and (ii) other borrowings by the Conduit, 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.

     “Credit Agreement” shall mean the Credit Loan Agreement and/or the Mortgage Loan Agreement, as applicable.

     “Credit Agreement Default” shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute a Credit Agreement Event of Default.

     “Credit Agreement Event of Default” shall mean any Credit Loan Event of Default and/or any Mortgage Loan Event of Default, as applicable.

Appendix A - 16

     “Credit Documents” shall mean the Participation Agreement, the Credit Agreements, the Notes and the Security Documents.

     “Credit Lender” shall mean the Conduit and each bank or other financial institution which is from time to time party to any of the Operative Agreements in its capacity as a “Credit Lender”.

     “Credit Loan” shall mean the loans made pursuant to the Credit Loan Commitments and, in accordance with Section 1 of the Participation Agreement, shall be deemed to include the amounts advanced by the Credit Lenders to obtain their respective interests pursuant to the Master Transfer Agreement on the Closing Date.

     “Credit Loan Agreement” shall mean the Amended and Restated Credit Agreement (Credit Loans) dated as of June 30, 2003 among the Borrower, Variable Funding Capital Corporation, as a Lender thereunder, the several Investors from time to time party thereto, Wachovia Securities, LLC, as the Deal Agent, and Wachovia Bank, National Association, as the Agent thereunder.

     “Credit Loan Commitments” shall mean the obligation of the Credit Lenders to make the Credit Loans to the Lessor in an aggregate principal amount at any one time outstanding not to exceed the aggregate of the amounts set forth opposite each Credit Lender’s name on Schedule 2.1 to the Credit Loan Agreement, as such amount may be increased or reduced from time to time in accordance with the provisions of the Operative Agreements; provided, no Credit Lender shall be obligated to make Credit Loans in excess of such Credit Lender’s share of the Credit Loan Commitments as set forth adjacent to such Credit Lender’s name on Schedule 2.1 to the Credit Loan Agreement.

     “Credit Loan Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute a Credit Loan Event of Default.

     “Credit Loan Event of Default” shall have the meaning given to such term in Section 6 of the Credit Loan Agreement.

     “Credit Note” shall mean each promissory note issued in favor of a Credit Lender from time to time pursuant to the Credit Loan Agreement.

     “Deal Agent” shall mean Wachovia Securities, LLC, a Delaware limited liability company.

     “Debt Rating” shall mean, as of any date of determination thereof and with respect to any Person, any of the ratings most recently published by any of the Rating Agencies relating to the unsecured, unsupported senior long-term debt obligations of such Person.

     “Deed” shall mean a bargain and sale deed regarding the Land and/or Improvements in form and substance satisfactory to the Agent.

Appendix A - 17

     “Deemed Insolvency” shall mean with respect to any Person, such Person (i) is insolvent pursuant to the Uniform Fraudulent Transfers Act or any similar, equivalent or replacement thereof, (ii) is engaged in a business or transaction, or is about to engage in business or a transaction, for which any property remaining with such Person is an unreasonably small amount of capital or (iii) intended to incur, or believed that such Person would incur, debt or other obligations that would be beyond such Person’s ability to pay as such debts and obligations mature or otherwise become due.

     “Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

     “Defaulting Investor” shall have the meaning given to such term in Section 2.3(c) of the applicable Credit Agreement.

     “Deficiency Balance” shall have the meaning given to such term in Section 22.1(b) of the Lease.

     “Deposit Accounts” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Dispute” shall mean any claim or controversy arising out of, or relating to, the Operative Agreements between or among the parties thereto.

     “Documents” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

     “Domestic Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person which is incorporated or organized under the laws of any State of the United States or the District of Columbia.

     “Effective Date” shall have the meaning given to such term in EXHIBIT B of the applicable Credit Agreement.

     “Election Date” shall have the meaning given to such term in Section 20.1 of the Lease.

     “Election Notice” shall have the meaning given to such term in Section 20.1 of the Lease.

     “Eligible Assignee” shall mean (a) any Person whose short-term ratings are at least A-1 by S&P and P-1 by Moody’s or whose obligations under the Operative Agreements are guaranteed by a Person whose short-term ratings are at least A-1 by S&P and P-1 by Moody’s or (b) such other Person satisfactory to the Conduit, the Agent, the Deal Agent and the Rating Agencies rating any Commercial Paper Notes issued by the Conduit.

Appendix A - 18

     “Eligible Lessor” shall mean a Person with a minimum net worth of at least $200,000,000.00 and a Debt Rating from a Rating Agency of “A” or higher, or any Affiliate of such a Person if such Person otherwise agrees to indemnify the Lenders for any Claim arising solely as a result of a Bankruptcy Event respecting such Affiliate.

     “Employee Benefit Plan” or “Plan” shall mean an employee benefit plan (within the meaning of Section 3(3) of ERISA, including without limitation any Multiemployer Plan), or any “plan” as defined in Section 4975(e)(1) of the Code and as interpreted by the Internal Revenue Service and the Department of Labor in rules, regulations, releases or bulletins in effect on the Closing Date.

     “Engagement Letter” shall have the meaning given to such term in Section 7.5 of the Participation Agreement.

     “Environmental Audit” means a Phase One Environmental Site Assessment (the scope and performance of which meets or exceeds ASTM Standard Practice El527-93 Standard Practice for Environmental Site Assessments: Phase One Environmental Site Assessment Process (or the most recent version thereof)) of the Property.

     “Environmental Claims” shall mean any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or claim (whether administrative, judicial, or private in nature) relating to or affecting the Property arising (a) pursuant to, or in connection with, an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Substance, (c) from any abatement, removal, remedial, corrective, or other response action in connection with a Hazardous Substance, Environmental Law, or other order of a Tribunal or (d) from any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment.

     “Environmental Laws” shall mean any Law, permit, consent, approval, license, award, or other authorization or requirement of any Tribunal relating to emissions, discharges, releases, threatened releases of any Hazardous Substance into ambient air, surface water, ground water, publicly owned treatment works, septic system, or land, or otherwise relating to the handling, storage, treatment, generation, use, or disposal of Hazardous Substances, pollution or to the protection of health or the environment, including without limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., and state statutes analogous thereto.

     “Environmental Violation” shall mean any activity, occurrence or condition that violates or threatens (if the threat requires remediation under any Environmental Law and is not remediated during any grace period allowed under such Environmental Law) to violate or results in or threatens (if the threat requires remediation under any Environmental Law and is not remediated during any grace period allowed under such Environmental Law) to result in noncompliance with any Environmental Law relating to or affecting the Property.

     “Equipment” shall mean equipment, apparatus, furnishings, fittings and personal property of every kind and nature whatsoever purchased, leased or otherwise acquired by the Construction Agent, the Lessee or the Lessor using the proceeds of Advances whether or not now owned or

Appendix A - 19

hereafter acquired, including but without limiting the generality of the foregoing, all heating, electrical, and mechanical equipment, lighting fixtures, switchboards, plumbing, ventilation, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, cleaning systems (including without limitation window cleaning apparatus), computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description, but in all events acquired with the proceeds of the Advances, together with all modifications thereto and replacement thereof.

     “Equipment Schedule” shall mean (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the Lease Supplement.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” shall mean each entity required to be aggregated with the Lessee pursuant to the requirements of Section 414(b) or (c) of the Code.

     “Eurocurrency Liabilities” shall have the meaning given to such term in Regulation D of the Board, as in effect from time to time.

     “Eurodollar Disruption Event” shall mean the occurrence of any of the following: (a) a determination by a Financing Party 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 Eurodollar Loan or Eurodollar Lessor Advance, (b) the failure of one or more of the Reference Banks to furnish timely information for purposes of determining the Eurodollar Rate, (c) a determination by a Financing Party that the rate at which deposits of United States dollars are being offered to such Financing Party in the London interbank market does not accurately reflect the cost to such Financing Party of making, funding or maintaining any Eurodollar Loan or Eurodollar Lessor Advance or (d) the inability of a Financing Party to obtain United States dollars in the London interbank market to make, fund or maintain any Eurodollar Loan or Eurodollar Lessor Advance.

     “Eurodollar Lessor Advances” shall mean Lessor Advances the rate of interest applicable to which is based upon the Eurodollar Rate.

     “Eurodollar Loans” shall mean Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

     “Eurodollar Rate” shall mean for the Interest Period for each Eurodollar Loan or Eurodollar Lessor Advance comprising part of the same borrowing or advance (including without limitation conversions, extensions and renewals), a per annum interest rate equal to a fraction expressed as a percentage (rounded upward to the nearest one one-hundredth (1/100) of one percent (1%) (a) with the numerator equal to the LIBOR Rate for such Interest Period and

Appendix A - 20

(b)  the denominator equal to one hundred percent (100%) minus the Eurodollar Reserve Requirement.

     “Eurodollar Reserve Requirement” of any Reference Bank for any period, for any Eurodollar Loan or Eurodollar Lessor Advance shall mean the percentage applicable during such period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Reference Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term of one month.

     “Event of Default” shall mean a Lease Event of Default, an Agency Agreement Event of Default, a Credit Loan Event of Default, a Mortgage Loan Event of Default, a Liquid Collateral Agreement Event of Default or a Punch List Liquid Collateral Agreement Event of Default.

     “Event of Loss” shall mean any Casualty, Condemnation or Environmental Violation that causes or results in the delivery of a Termination Notice by the Lessee in accordance with Section 16.1 of the Lease.

     “Excepted Payments” shall mean:

Appendix A - 21

     “Excess Proceeds” shall mean the excess, if any, of the aggregate of all awards, compensation or insurance proceeds payable in connection with a Casualty or Condemnation over the Termination Value paid by the Lessee pursuant to the Lease with respect to such Casualty or Condemnation.

     “Exculpated Persons” shall mean the Lessor (except with respect to the representations and warranties and the other obligations of the Lessor pursuant to the Operative Agreements solely with regard to the provision of Lessor Advances), the Borrower, and their respective successors, assigns, trustees, officers, directors, shareholders, partners, employees, agents and Affiliates.

     “Exempt Payments” shall have the meaning specified in Section 11.2(e) of the Participation Agreement.

     “Expiration Date” shall mean the last day of the Term; provided, in no event shall the Expiration Date be later than six years and eleven months after the Closing Date, unless a later date has been expressly agreed to in writing by each of the Lessee, the Deal Agent, the Agent and the Primary Financing Parties in accordance with the terms and conditions set forth in Section 2.2 of the Lease.

     “Extra Budget Costs” shall mean any actual cost (or, any such cost which is reasonably anticipated by the Construction Agent and/or the Agent) in excess of the Available Commitments necessary for Completion of the Property (a) in accordance with the Construction Budget for the Property and (b) on or prior to the Construction Period Termination Date.

     “Fair Market Sales Value” shall mean (a) with respect to the Property or any other property, the amount, which in any event, shall not be less than zero (0), that would be paid in cash in an arms-length transaction between an informed and willing purchaser and an informed and willing seller, neither of whom is under any compulsion to purchase or sell, respectively, the

Appendix A - 22

Property (or such other property) and (b) with respect to any Liquid Collateral, the closing bid price of each item of Liquid Collateral on the day the Liquid Collateral is marked-to-market, plus in the case of Liquid Collateral issued on a coupon basis, accrued and unpaid interest and yield thereon until such date, except that with respect to items of Liquid Collateral that will mature within ninety (90) days of the determination date, the amortized amount of such item on such date. Fair Market Sales Value of the Property shall be determined based on the assumption that, except for purposes of Section 17 of the Lease, the Property is in the condition and state of repair required under Section 10.1 of the Lease and the Lessee is in compliance with the other requirements of the Operative Agreements.

     “Federal Funds Effective Rate” shall have the meaning given to such term in the definition of ABR.

     “Final Completion” shall mean, with respect to the Property, such time as the acquisition, installation, testing and final completion (subject to completion of punch list items) of the Improvements on the Property has been achieved in accordance with the Plans and Specifications, the Agency Agreement and/or the Lease, and in compliance with all Legal Requirements and Insurance Requirements and a certificate of occupancy has been issued with respect to the Property by the appropriate governmental entity (except if non-compliance, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect or if compliance with any of the foregoing is otherwise waived by the Agent upon instruction from the Secured Parties).

     “Final Completion Work” shall mean any work that, subsequent to Completion of the Property, needs to be performed to achieve completion of the Improvements on the Property in accordance with the Plans and Specifications.

     “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Lessee.

     “Financing” shall mean the financing extended pursuant to the Credit Agreements and the Participation Agreement and shall include both the Loans and the Lessor Advances.

     “Financing Parties” shall mean the Hedge Providers, the Deal Agent, the Agent, and the Primary Financing Parties.

     “FIRPTA” shall mean the Foreign Investors in U.S. Real Property Tax Act of 1980, as amended.

     “Fiscal Quarter” shall mean each of the Lessee’s four fiscal reporting periods ending, respectively, on March 31, June 30, September 30 and December 31 of each year or such other fiscal quarters as then correspond to HGSI’s fiscal year.

     “Fixtures” shall mean all fixtures relating to the Improvements, including without limitation all components thereof, located in or on the Improvements, together with all replacements, modifications, alterations and additions thereto.

Appendix A - 23

     “Force Majeure Event” shall mean, with respect to Construction, any event (the existence of which at the construction commencement date was not known, or would not reasonably have been expected to be discovered through the exercise of commercially reasonable due diligence, by the Lessee or the Construction Agent, as applicable, taking into account the contemplated use of the Land and the Construction) beyond the control of any such Person, including, but not limited to, general strikes (but not any strike or other job action involving employees of the Construction Agent or any Construction Agency Person or the Lessee), acts of God, government activities directly interfering with the work of construction of the Improvements, any general inability to obtain labor or materials, civil commotion and enemy action; but excluding in all cases any event, cause or condition that results from a breach by the Lessee, the Construction Agent or any Construction Agency Person of its obligations, representations or warranties under the Operative Agreements or any other agreements to which it is a party, from any Construction Agency Person’s financial condition or failure to pay or any event, cause or condition which could have been avoided or which could be remedied or mitigated through the exercise of commercially reasonable efforts or the commercially reasonable expenditure of funds (which expenditure of funds, in the case of such an event, cause or condition arising on or after the Closing Date, would have been covered by funds available under the applicable Construction Budget or Other Available Amounts) or other commercially reasonably action, election or arrangement which would correct or resolve the impact of such event on the Construction.

     “Force Majeure Loss” shall mean the actual construction costs, determined by the insurance company in assessing a claim for such costs under any policy of insurance, or if such loss is not fully insured in whole or in part under any policy of insurance, then as determined by a nationally recognized independent appraiser selected by the Agent, expended to repair and restore damage caused by a Force Majeure Event with respect to the Property (or portion thereof) to the condition of the Property immediately prior to such Force Majeure Event (but excluding all Capitalized Costs and other collateral costs and carrying costs whenever accrued).

     “Form W-8BEN” shall have the meaning specified in Section 11.2(e) of the Participation Agreement.

     “Form W-8ECI” shall have the meaning specified in Section 11.2(e) of the Participation Agreement.

     “Former Tax Affiliate” shall mean, with respect to any corporate Person, any other Person that had been but is not currently affiliated (within the meaning of Section 1504(a) of the Code or any similar provision of state or local law) with such Person, with respect to the period of their affiliation.

     “Forty-five Percent FMV Event” shall have the meaning given to such term in Section 8.2(e) of the Participation Agreement.

     “Full Recourse Event of Default” shall mean (a) an Agency Agreement Event of Default arising in whole or in part as a consequence of any fraudulent act or omission of any Construction Agency Person in connection with the negotiation, execution, delivery, consummation and/or performance of any Operative Agreement or any other contractual

Appendix A - 24

agreement relating to the Property or the construction or work thereon; (b) an Agency Agreement Event of Default arising in whole or in part as a consequence of the misapplication of any Advance or any portion thereof or any other funds made available to, or on behalf of, Construction Agent or any other Construction Agency Person under any Operative Agreement; (c) an Agency Agreement Event of Default arising as a consequence of an Insolvency Event; (d) any Construction Agency Person shall willfully breach any of its respective obligations, covenants, representations or warranties under any Operative Agreement, Construction Document or any other contractual agreement or law relating to the Property or the construction or work thereon; or (e) any Construction Agency Person shall commit any illegal act regarding the Property or otherwise causing any loss, cost or damage to any Financing Party.

     “GAAP” shall mean generally accepted accounting principles, consistently applied, set forth in the opinions and pronouncements of the accounting principles board of the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity (including but not limited to the SEC) as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination.

     “GAAP Eligible Cost” shall mean the Property Cost minus the Structuring Fee paid pursuant to Section 7.6 of the Participation Agreement, minus Lessor Yield accrued prior to the Commencement Date, minus the Lessor Unused Fee paid pursuant to Section 7.4 of the Participation Agreement accrued prior to the Commencement Date, minus Uninsured Force Majeure Losses.

     “General Contractor” shall mean the general contractor in connection with the Property selected by the Construction Agent and reasonably acceptable to Agent.

     “General Intangibles” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Government Obligations” shall mean readily marketable direct full faith and credit obligations of the United States of America or obligations unconditionally guaranteed by the full faith and credit of the United States of America.

     “Governmental Action” shall mean all permits, authorizations, registrations, consents, approvals, waivers, exceptions, variances, orders, judgments, written interpretations, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Authority, or required by any Legal Requirement, and shall include, without limitation, all environmental and operating permits and licenses that are required for the full use, occupancy, zoning and operating of the Property.

     “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator.

Appendix A - 25

     “Ground Lease” shall mean a ground lease respecting the Property in favor of the Lessor as a ground lessee, on terms and conditions reasonably satisfactory to the Agent and the Lessor.

     “Ground Lessor” shall mean Traville LLC, a Maryland limited liability company.

     “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

     “Hard Costs” shall mean all costs and expenses payable for supplies, materials, labor, general conditions (including bonds, insurance and utilities) and profit for contractors and subcontractors; fees of a construction manager, if any; administrative, supervision, travel and overhead costs incurred by the Construction Agent or construction manager; permit fees; all so-called “impact”, “tap”, “development” or “traffic generation assessment” fees; periodic on-site inspections required to be made by the project engineer or other special consultants; and the cost of payment and performance bonds required by governmental authorities; in each case with respect to the Improvements under any Construction Contract.

     “Hazardous Substance” shall mean any of the following: (a) any petroleum or petroleum product, explosives, radioactive materials, asbestos, formaldehyde, polychlorinated biphenyls, lead and radon gas; (b) any substance, material, product, derivative, compound or mixture, mineral, chemical, waste, gas, medical waste, or pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous to the environment or human health or safety as determined in accordance with any Environmental Law; or (c) any substance, material, product, derivative, compound or mixture, mineral, chemical, waste, gas, medical waste or pollutant that would support the assertion of any claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law.

     “Hedge Provider” shall mean Wachovia, in its capacity as a party to the various Hedging Agreements.

     “Hedging Agreement” shall mean any interest rate protection agreement provided by the Hedge Provider or any Subsidiary or Affiliate thereof.

     “HGSI” means Human Genome Sciences, Inc., a Delaware corporation.

Appendix A - 26

     “HVAC Easement” shall mean the Declaration of Easements and Covenants Agreement (HVAC Equipment and HVAC Conduits) dated as of or about the Closing Date between the Ground Lessor and the Lessor.

     “Impositions” shall mean any and all liabilities, losses, expenses, costs, charges and Liens of any kind whatsoever for present or future fees, taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever including interest, penalties and additions thereto (collectively, “Taxes”) including but not limited to (i) real and personal property taxes, including without limitation personal property taxes on any property covered by the Lease that is classified by Governmental Authorities as personal property, and real estate or ad valorem taxes in the nature of property taxes; (ii) sales taxes, use taxes and other similar taxes (including rent taxes and intangibles taxes); (iii) excise taxes; (iv) real estate transfer taxes, conveyance taxes, stamp taxes and documentary recording taxes and fees; (v) taxes that are or are in the nature of franchise, income, value added, privilege and doing business taxes, license and registration fees; (vi) assessments on the Property, including without limitation all assessments for public Improvements or benefits, whether or not such improvements are commenced or completed within the Term; and (vii) taxes, Liens, assessments or charges asserted, imposed or assessed by the PBGC or any governmental authority succeeding to or performing functions similar to, the PBGC; and all interest, additions to tax and penalties, which at any time prior to, during or with respect to the Term or in respect of any period for which the Lessee shall be obligated to pay Supplemental Rent, may be levied, assessed or imposed by any Governmental Authority upon or with respect to (a) any Indemnified Person, the Property or any part thereof or interest therein; (b) the leasing, financing, refinancing, purchase, acceptance, rejection, demolition, construction, substitution, subleasing, assignment, control, condition, occupancy, servicing, maintenance, repair, ownership, possession, activity conducted on or in, delivery, insuring, use, rental, lease, operation, improvement, sale, transfer of title, return or other disposition of the Property or any part thereof or interest therein; (c) the Notes, the Lessor Advances, other indebtedness with respect to the Property, or any part thereof or interest therein; (d) the rentals, receipts or earnings arising from the Property or any part thereof or interest therein; (e) the Operative Agreements, the execution, performance or enforcement thereof, or any payment made or accrued pursuant thereto; (f) the income or other proceeds received with respect to the Property or any part thereof or interest therein upon the sale or disposition thereof; (g) any contract (including the Agency Agreement) relating to the construction, acquisition or delivery of the Property or any part thereof or interest therein; (h) the issuance of the Notes or the Lessor Advances; (i) the Borrower or the Borrower’s Interest; or (j) otherwise in connection with the transactions contemplated by the Operative Agreements.

     “Improvements” shall mean, with respect to the construction, repair, renovations, replacement and/or Modifications on the Land, all buildings, structures, Fixtures, and other improvements of every kind existing at any time and from time to time on or under the Land purchased or otherwise acquired using the proceeds of Advances, together with any and all appurtenances to such buildings, structures or improvements, including without limitation sidewalks, utility pipes, conduits and lines, parking areas and roadways, and including without limitation all Modifications and other additions to or changes in the Improvements at any time, including without limitation (a) any Improvements existing as of the Closing Date as such

Appendix A - 27

Improvements may be referenced on the applicable Requisition and (b) any Improvements made subsequent to the Closing Date.

     “In Balance” shall mean, with respect to the Site at any time of determination thereof (1) the undisbursed portions of the Available Commitments together with Other Available Amounts related to the Property, shall be sufficient to complete construction of the Improvements in accordance with the terms and conditions of the Agency Agreement prior to the applicable Construction Period Termination Date, and (2) the undisbursed portions of the Available Commitments, as such amounts may be adjusted pursuant to the Agency Agreement (including the contingency reserve in the Construction Budget approved in accordance with the Operative Agreements, to the extent such contingency funds have not theretofore been set aside by Construction Agent for the payment of overruns in other cost categories and Other Available Amounts) shall be sufficient to complete the Construction of each such item in accordance with the terms and conditions of the Agency Agreement prior to the Construction Period Termination Date.

          “Indebtedness” of any Person shall mean, without duplication;

For all purposes of the Operative Agreements, the indebtedness of any Person shall include the Indebtedness of any partnership or joint venture characterized as a partnership for commercial law purposes in which such Person is a general partner or a joint venturer as reflected in the books of such Person pursuant to GAAP, consistently applied. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability of any such Contingent Liabilities at such date as reflected in the books of such Person pursuant to GAAP, consistently applied.

     “Indemnified Person” shall mean each of the Financing Parties and their respective successors, assigns, directors, trustees, shareholders, partners, officers, employees, agents and Affiliates.

Appendix A - 28

     “Indemnity Provider” shall mean the Lessee.

     “Initial Construction Advance” shall mean any initial Advance to pay for Property Costs for construction of any Improvements.

     “Insolvency Event” shall mean one or more of (a) the liquidation or dissolution of the Construction Agent or the Lessee, or the suspension of the business of the Construction Agent or the Lessee, or the filing by the Construction Agent or the Lessee of a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Code or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of the Construction Agent or the Lessee indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by the Construction Agent or the Lessee for, or the appointment by, consent or acquiescence of the Construction Agent or the Lessee of a receiver, a trustee or a custodian of the Construction Agent or the Lessee for all or a substantial part of its property; the making by the Construction Agent or the Lessee of any assignment for the benefit of creditors; the inability of the Construction Agent or the Lessee, or the admission by the Construction Agent or the Lessee in writing of its inability, to pay its debts as they mature; or the Construction Agent or the Lessee taking any corporate action to authorize any of the foregoing; (b) the filing of an involuntary petition against the Construction Agent or the Lessee in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a receiver, a trustee or a custodian of the Construction Agent or the Lessee for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Construction Agent or the Lessee, and the continuance of any of such events for ninety (90) days undismissed or undischarged; (c) the adjudication of the Construction Agent or the Lessee as bankrupt or insolvent or the occurrence of a Deemed Insolvency with respect to the Construction Agent or the Lessee; or (d) the entering of any order in any proceedings against the Construction Agent or the Lessee or any Subsidiary of the foregoing decreeing the dissolution, divestiture or split-up of the Construction Agent or the Lessee or any Subsidiary of the Construction Agent or the Lessee, and such order remains in effect for more than sixty (60) days.

     “Insolvency Laws” shall mean the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

     “Insolvency Proceeding” shall mean, any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

     “Instruments” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Insurance Requirements” shall mean all terms and conditions of any insurance policy either required by the Lease to be maintained by the Lessee or required by the Agency

Appendix A - 29

Agreement to be maintained by the Construction Agent, and all requirements of the issuer of any such policy and, regarding self insurance, any other requirements of the Lessee or the Construction Agent, as the case may be.

     “Interest” shall mean for each Loan for any Interest Period, the sum of the products (for each day during such Interest Period) of:

     where:

provided, however, that (i) no provision of the Operative Agreements shall require the payment or permit the collection of Interest in excess of the maximum permitted by applicable Law and (ii) if at any time any distribution is rescinded or must otherwise be returned for any reason, Interest shall not be considered paid by such distribution after the date on which such distribution is rescinded or otherwise returned.

     “Interest Period” shall mean (a) as to any CP Loan, the first to the end of each calendar month, (b) as to any Eurodollar Loan or Eurodollar Lessor Advance (i) with respect to the initial Interest Period and any Interest Period immediately following a conversion from an ABR Loan to a Eurodollar Loan or from an ABR Lessor Advance to a Eurodollar Lessor Advance, the period beginning on the date of such Eurodollar Loan or Eurodollar Lessor Advance, as the case may be, and ending on but not including the twentieth (20^th) day of the following month, and (ii) thereafter, each period commencing on and including the last day of the preceding Interest Period applicable to such Eurodollar Loan or Eurodollar Lessor Advance, as the case may be, and ending on but not including the twentieth (20^th) day of the following month; provided, however, that all of the foregoing provisions relating to Interest Periods are subject to the following: (A) other than with respect to CP Loans, if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (B) no Interest Period shall extend beyond the Expiration Date, as the case may be, and (C) there shall not be more than four (4) Interest Periods outstanding at any one (1) time.

Appendix A - 30

     “Interest Rate” shall mean, unless the Lender Overdue Rate shall apply in accordance with the Operative Agreements, for any Interest Period and for each Loan funded by any Lender for each day during such Interest Period:

     “Intermediary” shall have the meaning given to such term in the Cash Collateral Control Agreement or the Punch List Cash Collateral Control Agreement, as applicable.

     “Investment Company Act” shall mean the Investment Company Act of 1940, as amended, together with the rules and regulations promulgated thereunder.

     “Investment Property” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Investor” shall mean each bank or other financial institution which is from time to time party to any of the Operative Agreements in its capacity as an “Investor”.

     “Investor Funding Deficit” shall have the meaning given to such term in Section 2.3(c) of the applicable Credit Agreement.

     “Issuer Group” shall mean any member of the same affiliated group for purposes of GAAP.

     “Land” shall mean a parcel of real property subject to the Ground Lease, as such parcel and/or Ground Lease is described on (a) the Requisition issued by the Construction Agent on the Closing Date relating to such parcel and (b) the schedules to the Lease Supplement executed and delivered in accordance with the requirements of Section 2.4 of the Lease.

Appendix A - 31

     “Land Cost” shall have the meaning specified in Section 5.4 of the Agency Agreement.

     “Law” shall mean, for any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, directives, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board), and applicable judgments, decrees, injunctions, writs, orders, or line action of any Tribunal, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

     “Lease” or “Lease Agreement” shall mean the Amended and Restated Lease Agreement dated as of the Closing Date, between the Lessor and the Lessee, together with the Lease Supplement thereto.

     “Lease Default” shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute a Lease Event of Default.

     “Lease Event of Default” shall have the meaning specified in Section 17.1 of the Lease.

     “Lease Supplement” shall mean the Lease Supplement substantially in the form of EXHIBIT A to the Lease, together with all attachments and schedules thereto.

     “Lease Supplement Balance” shall mean, with respect to the Property, an amount equal to the Primary Financing Party Balances for all Primary Financing Parties including without limitation any Capitalized Costs and other amounts allocated to the Property pursuant to the Operative Agreements plus all other costs for obligations (monetary or otherwise) of the Lessee and/or the Construction Agent arising under or in connection with any of the Operative Agreements (including without limitation but without duplication, accrued and unpaid Rent), all as determined by the Agent, in the exercise of its reasonable judgment.

     “Legal Requirements” shall mean all foreign, federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Lessor, the Lessee, the Agent, the Deal Agent, any Primary Financing Party, any Hedge Provider or the Property, Land, Improvement, Equipment or the taxation, demolition, construction, use or alteration of the Property, Land, Improvements, or Equipment whether now or hereafter enacted and in force, including without limitation any that require repairs, modifications or alterations in or to the Property or in any way limit the use and enjoyment thereof (including without limitation all building, zoning and fire codes and the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq., and any other similar federal, state or local laws or ordinances and the regulations promulgated thereunder) and any that may relate to environmental requirements (including without limitation all Environmental Laws), and all permits, certificates of occupancy, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments which are either of record or known to the Lessee affecting the Property or the Appurtenant Rights.

Appendix A - 32

     “Lender” shall mean each Credit Lender and each Mortgage Lender.

     “Lender Commitment” shall mean the Credit Loan Commitment for each Credit Lender and the Mortgage Loan Commitment for each Mortgage Lender.

     “Lender Overdue Rate” shall have the meaning given to such term in Section 2.8(c) of the applicable Credit Agreement.

     “Lender Unused Fee” shall have the meaning given to such term in Section 7.4 of the Participation Agreement.

     “Lessee” shall have the meaning set forth in the Lease.

     “Lessee Person” shall mean the Lessee or any affiliate in its capacity as owner, Construction Agent, or any Affiliate or successors and assigns of the foregoing, and all of their respective officers, directors, shareholders, partners, employees, agents, consultants (on the Property), service-providers (on the Property), and any other Person under the supervision of any of the foregoing pursuant to a written contract or otherwise.

     “Lessor” shall mean Wachovia Development Corporation, a North Carolina corporation, and any successor, replacement and/or additional lessor under the Lease expressly permitted under the Operative Agreements.

     “Lessor Advance” shall mean each advance made by the Lessor pursuant to the terms of the Participation Agreement and, in accordance with Section 1 of the Participation Agreement, shall be deemed to include the amounts advanced by the Lessor to obtain its respective interests pursuant to the Master Transfer Agreement on the Closing Date.

     “Lessor Commitment” shall mean the obligation of the Lessor to make the Lessor Advances in an aggregate principal amount at any one time outstanding not to exceed $12,000,000 amount may be increased or reduced from time to time in accordance with the provisions of the Operative Agreements; provided, the Lessor shall not be obligated to make any Lessor Advance in excess of the Lessor Commitment.

     “Lessor Confirmation Letter” shall mean the confirmation letter issued by the Lessor from time to time to the Lessee pursuant to Section 8.2(f) of the Participation Agreement, in a form substantially similar to the form of confirmation letter provided to the Lessee on or prior to the Closing Date.

     “Lessor Lien” shall mean any Lien, true lease or sublease or disposition of title arising as a result of (a) any claim against the Lessor not resulting from the transactions contemplated by the Operative Agreements, (b) any act or omission of the Lessor which is not required by the Operative Agreements or is in violation of any of the terms of the Operative Agreements, (c) any claim against the Lessor with respect to Taxes or Transaction Expenses against which the Lessee is not required to indemnify the Lessor pursuant to Section 11 of the Participation Agreement or (d) any claim against the Lessor arising out of any transfer by the Lessor of all or any portion of

Appendix A - 33

the interest of the Lessor in the Property, the Borrower’s Interest or the Operative Agreements other than the transfer of title to or possession of the Property by the Lessor pursuant to and in accordance with the Lease, the Credit Agreements, the Security Documents or the Participation Agreement or pursuant to the exercise of the remedies set forth in Article XVII of the Lease.

     “Lessor Notice” shall have the meaning given to such term in Section 8.2(e) of the Participation Agreement.

     “Lessor Overdue Rate” shall mean the lesser of (a) the Lessor Yield plus two percent (2%) and (b) the highest rate permitted by applicable Law.

     “Lessor Unused Fee” shall have the meaning given to such term in Section 7.4 of the Participation Agreement.

     “Lessor Yield” shall mean, unless the Lessor Overdue Rate shall apply in accordance with the Operative Agreements, (a) regarding any Lessor Advance bearing a yield based on the Eurodollar Rate, the Eurodollar Rate plus the Applicable Percentage and (b) regarding any Lessor Advance bearing a yield based on the ABR, the ABR plus the Applicable Percentage.

     “Letter-of-Credit Rights” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “LIBOR Rate” shall mean for any Eurodollar Loan or Eurodollar Lessor Advance and any day during any Interest Period, an interest rate per annum equal to:

     “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien, option or charge of any kind.

     “Limited Recourse Amount” shall mean with respect to the Property, an amount equal to the Termination Value with respect to the Property on the Expiration Date, less the Maximum Residual Guarantee Amount as of such date with respect to the Property.

Appendix A - 34

     “Limited Recourse Event of Default” shall have the meaning given to such term in Section 17.12 of the Lease.

     “Liquid Collateral” shall mean Permitted Investments with a scheduled maturity date of not more than seven (7) years from the date of purchase, except for corporate bonds rated lower than A by S&P or A2 by Moody’s which must have a scheduled maturity date not to exceed five (5) years from the date of purchase.

     “Liquid Collateral Account” shall mean the special purpose, segregated account (Account No. 1002669, ABA No.  ###-###-####) established by M and T Bank and subject to a Lien in favor of the Agent for the benefit of the Secured Parties; the operation of the Liquid Collateral Account shall be governed by the Liquid Collateral Agreements and the other Operative Agreements, as applicable.

     “Liquid Collateral Agreement Event of Default” shall have the meaning given to such term in Section 3.1 of the Cash Collateral Agreement.

     “Liquid Collateral Agreements” shall mean the Cash Collateral Agreement and the Cash Collateral Control Agreement.

     “Liquidity Agreement” shall mean the Liquidity Purchase Agreement, dated as of the Closing Date, between the Conduit, as seller, the “Investors” named therein, the Deal Agent, as deal agent and documentation agent, and Wachovia, as liquidity agent.

     “Liquidity Bank” shall mean each liquidity bank that is a party to the Liquidity Agreement.

     “Liquidity Fee” shall have the meaning given to such term in Section 7.7 of the Participation Agreement.

     “Loans” shall mean the Credit Loans and the Mortgage Loans.

     “Majority Credit Lenders” shall mean at any time, Lenders whose Credit Loans outstanding represent at least fifty-one percent (51%) of (a) the aggregate Credit Loans outstanding or (b) to the extent there are no Credit Loans outstanding, the aggregate of the Credit Loan Commitments.

     “Majority Lenders” shall mean at any time, Lenders whose Loans outstanding represent at least fifty-one percent (51%) of (a) the aggregate Loans outstanding or (b) to the extent there are no Loans outstanding, the aggregate of the Lender Commitments.

     “Majority Mortgage Lenders” shall mean at any time, Lenders whose Mortgage Loans outstanding represent at least fifty-one percent (51%) of (a) the aggregate Mortgage Loans outstanding or (b) to the extent there are no Mortgage Loans outstanding, the aggregate of the Mortgage Loan Commitments.

Appendix A - 35

     “Majority Secured Parties” shall mean at any time, Primary Financing Parties whose Financings outstanding represent at least fifty-one percent (51%) of (a) the aggregate Financings outstanding or (b) to the extent there are no Financings outstanding, the aggregate of the Commitments of all Primary Financing Parties.

     “M and T Bank” shall mean Manufacturers and Traders Trust Company, a New York state chartered bank.

     “Marketable Securities” shall mean all securities regularly traded on a national securities exchange that are reflected on the balance sheet of HGSI and its Consolidated Subsidiaries in accordance with GAAP.

     “Marketing Period” shall mean, if the Lessee has given a Sale Notice in accordance with Section 20.1 of the Lease, the period commencing on the date such Sale Notice is given and ending on the Expiration Date.

     “Master Transfer Agreement” shall mean the Master Purchase and Liquidation Agreement dated as of or about the Closing Date among the Lessee, the Ground Lessor, the Genome Statutory Trust 2001A, in its various capacities thereunder, Wells Fargo Bank, Northwest, N.A., in its various capacities thereunder, BancBoston Leasing Investments Inc., in its various capacities thereunder, Eagle Funding Capital Corporation, in its various capacities thereunder, Fleet Securities, Inc., in its various capacities thereunder, Fleet National Bank in its various capacities thereunder, Wachovia Bank, National Association, in its various capacities thereunder, Wachovia Development Corporation in its various capacities thereunder, and Variable Funding Capital Corporation in its various capacities thereunder.

     “Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of any Person and its Subsidiaries taken as a whole.

     “Material Adverse Effect” shall mean any change or changes, effect or effects or condition or conditions that individually or in the aggregate are materially adverse to (a) the ability of the Lessee or the Construction Agent to perform its obligations under the Operative Agreements to which it is a party or to lease the Property under the Lease, (b) the validity or enforceability of any of the Operative Agreements or any rights or remedies under any thereof, (c) the status, priority or perfection of the Agent’s Lien on any Collateral pursuant to the Operative Agreements or (d) the value or condition of the Property.

     “Material Construction Documents” shall mean the contracts identified on Schedule I to the Participation Agreement.

     “Maturity Date” shall mean the Expiration Date.

     “Maximum Amount” shall have the meaning given to such term in Section 5.4 of the Agency Agreement.

Appendix A - 36

     “Maximum Residual Guarantee Amount” shall mean an amount equal to the product of the Property Cost times eighty-seven and seventy-five hundredths percent (87.75%).

     “Memorandum” shall have the meaning given to such term in the preamble of EXHIBIT B to the Lease.

     “Modifications” shall have the meaning specified in Section 11.1(a) of the Lease.

     “Money Market Funds” shall mean any regulated investment company of recognized standing shares of which are marketable with more than one billion dollars in assets that has had a historically constant dollar net asset value and has been in business more than five years, and whose performance is easily tracked.

     “Moody’s” shall mean Moody’s Investors Service, Inc.

     “Mortgage Backed Securities” shall mean any sequential, targeted or planned amortization mortgage-backed U.S. Agency Obligation rated at the time when pledged to the Liquid Collateral Account and at all times thereafter Aaa by Moody’s and AAA by S&P.

     “Mortgage Instrument” shall mean the deed of trust and any other instrument executed by the Lessor and the Lessee in favor of the Agent (for the benefit of the Secured Parties) and evidencing a Lien on the Property, in form and substance reasonably acceptable to the Agent.

     “Mortgage Lender” shall mean the Conduit and each bank or other financial institution which is from time to time party to any of the Operative Agreements in its capacity as a “Mortgage Lender”.

     “Mortgage Loan Agreement” shall mean the Amended and Restated Credit Agreement (Mortgage Loans) dated as of June 30, 2003 among the Borrower, Variable Funding Capital Corporation, as a Lender thereunder, the several Investors from time to time party thereto, Wachovia Securities, LLC, as the Deal Agent, and Wachovia Bank, National Association, as the Agent thereunder.

     “Mortgage Loan Commitments” shall mean the obligation of the Mortgage Lenders to make the Mortgage Loans to the Lessor in an aggregate principal amount at any one time outstanding not to exceed the aggregate of the amounts set forth opposite each Mortgage Lender’s name on Schedule 2.1 to the Mortgage Loan Agreement, as such amount may be increased or reduced from time to time in accordance with the provisions of the Operative Agreements; provided, no Mortgage Lender shall be obligated to make Mortgage Loans in excess of such Mortgage Lender’s share of the Mortgage Loan Commitments as set forth adjacent to such Mortgage Lender’s name on Schedule 2.1 to the Mortgage Loan Agreement.

     “Mortgage Loan Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute a Mortgage Loan Event of Default.

Appendix A - 37

     “Mortgage Loan Event of Default” shall have the meaning given to such term in Section 6 of the Mortgage Loan Agreement.

     “Mortgage Loans” shall mean the loans made pursuant to the Mortgage Loan Commitments and, in accordance with Section 1 of the Participation Agreement, shall be deemed to include the amounts advanced by the Mortgage Lenders to obtain their respective interests pursuant to the Master Transfer Agreement on the Closing Date.

     “Mortgage Note” shall mean each promissory note issued in favor of a Mortgage Lender from time to time pursuant to the Mortgage Loan Agreement.

     “Mortgage Obligations” shall mean any obligations owing to the Lessor pursuant to the Operative Agreements.

     “MPLA Documents” shall have the meaning given to such term in the Master Transfer Agreement.

     “Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by the Lessee or any ERISA Affiliate and that is covered by Title IV of ERISA.

     “Multiple Employer Plan” shall mean a plan to which the Lessee or any ERISA Affiliate and at least one (1) other employer other than an ERISA Affiliate is making or accruing an obligation to make, or has made or accrued an obligation to make, contributions.

     “Negotiable Certificates of Deposit” shall mean negotiable certificates of deposit traded on the secondary market of any commercial bank incorporated under the laws of the United States, or any state thereof, of recognized standing whose short-term commercial paper rating at the time the securities are pledged to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, and at all times thereafter is at least A-1 by S&P and at least P-1 by Moody’s and whose long-term unsecured debt rating at the time the negotiable certificates of deposit are pledged to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, and at all times thereafter is at least A by S&P and A2 by Moody’s.

     “Non-Defaulting Investor” shall have the meaning given to such term in Section 2.3(c) of the applicable Credit Agreement.

     “Non-Properly Margined Liquid Collateral” shall mean Liquid Collateral credited to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, that (a) satisfies the Concentration Limits (in the case of the Liquid Collateral Account only) but (b) is not otherwise Properly Margined Liquid Collateral.

     “Non-Public Company” shall mean a Person that at the time of determination is not obligated to register any class of securities pursuant to Section 12 or Section 15 of the Securities and Exchange Act of 1934, as amended.

Appendix A - 38

     “Notes” shall mean those notes issued to the Lenders pursuant to the Credit Agreements.

     “Obligations” shall mean the collective reference to all obligations (including without limitation all payment and performance obligations), now existing or hereafter arising, owing by the Borrower and/or the Lessee and/or any of their affiliates to the Secured Parties under or pursuant to the Operative Agreements whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with the Participation Agreement, the Lease Agreement, the Agency Agreement, any Hedging Agreement or any of the other Operative Agreements, whether on account of principal, advanced amounts, interest, reimbursement obligations, fees, indemnities, costs, expenses, termination payments or otherwise (including without limitation all reasonable fees and disbursements of counsel to any of the Secured Parties) that are required to be paid by the Borrower and/or the Lessee pursuant to the terms of the Operative Agreements.

     “Officer’s Certificate” with respect to any person shall mean a certificate executed on behalf of such person by a Responsible Officer who has made or caused to be made such examination or investigation as is necessary to enable such Responsible Officer to express an informed opinion with respect to the subject matter of such Officer’s Certificate.

     “Operative Agreements” shall mean the following: the Master Transfer Agreement, the MPLA Documents, the Participation Agreement, the Agency Agreement, the Credit Loan Agreement, the Mortgage Loan Agreement, the Notes, the Lease, the Lease Supplement, the Ground Lease, the HVAC Easement, the Security Agreement, the Hedging Agreements, the Liquid Collateral Agreements, the Punch List Liquid Collateral Agreements, the Mortgage Instruments, the Bifurcation Documents, the other Security Documents and any and all other agreements, documents and instruments executed in connection with any of the foregoing.

     “Original A Loan Agreement” shall have the meaning given to such term in the Recitals to the Credit Loan Agreement.

     “Original Agency Agreement” shall have the meaning given to such term in the Recitals of the Agency Agreement.

     “Original Assignment of Liquid Collateral” shall have the meaning given to such term in the Recitals to the Cash Collateral Agreement.

     “Original B Loan Agreement” shall have the meaning given to such term in the Recitals to the Mortgage Loan Agreement.

     “Original Control Agreement” shall have the meaning given to such term in the Recitals to the Cash Collateral Control Agreement.

     “Original Executed Counterpart” shall have the meaning given to such term in Section 5 of EXHIBIT A to the Lease.

Appendix A - 39

     “Original Lease” shall have the meaning given to such term in the Recitals to the Lease.

     “Original Participation Agreement” shall have the meaning given to such term in the Recitals to the Participation Agreement.

     “Original Security Agreement” shall have the meaning given to such term in the Recitals to the Security Agreement.

     “Other Available Amounts” shall mean any insurance proceeds available under related insurance policies maintained by or on behalf of the Lessee, the Lessor or the Construction Agent, letter of credit proceeds, proceeds under surety bonds, and similar proceeds consisting of available cash which are payable to the Lessee, the Lessor or the Construction Agent in settlement of a Claim or for use in the Construction of the Improvements.

     “Overdue Interest” shall mean any Interest payable pursuant to Section 2.8(b) of the applicable Credit Agreement.

     “Overdue Rate” shall mean (a) regarding amounts owing pursuant to the Operative Agreements to the Lessor, the Lessor Overdue Rate and (b) regarding amounts owing pursuant to the Operative Agreements to the Lenders and any other Person (other than the Lessor), the Lender Overdue Rate.

     “Participant” shall have the meaning given to such term in Section 9.7 of the applicable Credit Agreement.

     “Participation Agreement” shall mean the Amended and Restated Participation Agreement dated as of the Closing Date, among the Lessee and the Financing Parties.

     “Payment Date” shall mean any Scheduled Interest Payment Date and any date on which Interest or Lessor Yield in connection with a prepayment of principal on the Financing is due under the applicable Credit Agreement, the Participation Agreement, the Notes or with respect to the Lessor Advances, unless such day is not a Business Day and then on the next occurring Business Day.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation created by Section 4002(a) of ERISA or any successor thereto.

     “Pension Plan” shall mean a “pension plan”, as such term is defined in section 3(2) of ERISA, which is subject to title IV of ERISA (other than a Multiemployer Plan), and to which the Lessee or any ERISA Affiliate may have any liability, including without limitation any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

     “Performance Bonds” shall mean any performance bonds and labor and material payment bonds as to the General Contractor and any other Contractor (and any of their respective

Appendix A - 40

subcontractors) as may be reasonably required by the Agent, each of which shall name the Lessor and the Agent as additional obligees.

     “Permitted Facility” shall mean the office, clinical and laboratory facility located on an approximately 12.95 acre tract subject to the Ground Lease, as supported by the Appurtenant Rights, in Montgomery County, Maryland, known as “Traville”.

     “Permitted Investments” shall mean the following investments, in each case payable in Dollars and payable in the United States of America; (a) U.S. Treasury Obligations and U.S. Agency Obligations, (b) commercial paper notes with a rating of P-1 or higher by Moody’s and a rating of A-1 or higher by S&P, (c) notes or debentures issued or guaranteed by a state or political subdivision of a state rated at the time when pledged to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, and at all times thereafter at least A3 or higher by Moody’s and A- or higher by S&P (separately or collectively, “Municipal Bonds”), (d) any unsecured long-term debt obligations (other than Municipal Bonds) rated at the time when pledged to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, and at all times thereafter at least A3 or higher by Moody’s and A- or higher by S&P (separately or collectively, “Bonds”), (e) any asset-baked securities rated at the time when pledged to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, and at all times thereafter Aaa by Moody’s and AAA by S&P, (separately or collectively, “Asset Backed Securities”) (f) Money Market Funds, (g) Repurchase Obligations, (h) Mortgage Backed Securities, (i) Negotiable Certificates of Deposit, (j) Bank Obligations and (k) to the extent not otherwise included in the foregoing subsections (a)-(j), any other investment which is expressly permitted in accordance with the then current investment guidelines of the Lessee (previously delivered to the Agent) duly authorized and adopted by the Lessee but only to the extent such other investment is approved in writing by the Agent for inclusion as a Permitted Investment, with such determination to be in the sole discretion of the Agent (acting upon the advice of the Majority Secured Parties). Permitted Investments shall include those investments for which the Agent or an Affiliate of the Agent provides services, provided that such investments meet the criteria of any of (a)-(k) above. If a Permitted Investment is rated only by S&P or Moody’s, such single rating shall be applicable. No investment shall be a Permitted Investment unless it satisfies the requirements of the definition of “Liquid Collateral”.

     “Permitted Liens” shall mean, with respect to the Property:

Appendix A - 41

     “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, governmental authority or any other entity.

     “Plan” shall mean an Employee Benefit Plan.

     “Plans and Specifications” shall mean, with respect to Improvements, Equipment and other components of the Property, the plans and specifications for such Improvements, Equipment and other components of the Property to be constructed, as such Plans and Specifications may be amended, modified or supplemented from time to time in accordance with the terms of the Operative Agreements.

     “Pledged Securities” shall mean the Securities credited to the Liquid Collateral Account or the Punch List Liquid Collateral Account, as the case may be, from time to time, less any

Appendix A - 42

Pledged Securities released to the Lessee in accordance with the Liquid Collateral Agreements, the Punch List Liquid Collateral Agreements and the Participation Agreement.

     “Pledgor” shall have the meaning given to such term in the Cash Collateral Control Agreement or the Punch List Liquid Collateral Account, as the case may be.

     “Post-Expiration Date Balance” shall mean the sum of (i) the remaining Termination Value for the Property after application of the Maximum Residual Guarantee Amount actually paid to Lessor on the Expiration Date pursuant to Section 22.1(b) of the Lease, (ii) all reasonable costs and expenses incurred by or payable to Lessor (including management, supervisory or any remarketing fees payable to any Person, including Lessor) following the Expiration Date to maintain, lease or sell the Property (including any allocated internal costs of Lessor), and (iii) an amount equal to the amount of holdover rent that Lessor would have received under Article XXIII of the Lease if Lessee had remained in possession of the Property during the period following the Expiration Date through the date Lessor recovers gross proceeds of sale (without deduction for any marketing, closing or other costs, prorations or commissions) equal to the sum of items (i) and (ii) above.

     “Primary Financing Parties” shall mean the Credit Lenders, the Mortgage Lenders, the Lessor and any other banks, financial institutions or other institutional investors which may be from time to time a Credit Lender, a Mortgage Lender or the Lessor.

     “Primary Financing Party Balance” shall mean, with respect to any Primary Financing Party as of any date of determination: (i) with respect to any Lender, the outstanding principal amount of the Loans owed to such Lender or (ii) with respect to the Lessor, the outstanding principal amount of the Lessor Advance, plus, in each case, all accrued and unpaid Interest and Lessor Yield, as the case may be, thereon.

     “Primary Financing Party Financing Statements” shall mean UCC financing statements and fixture filings appropriately completed for filing in the applicable jurisdiction in order to procure a security interest in favor of the Agent in the Collateral subject to the Security Documents.

     “Proceeds” shall have the meaning given to such term in Section 1 of the Security Agreement.

     “Program Fee” shall have the meaning given to such term in Section 7.8 of the Participation Agreement.

     “Prohibited Transaction” shall mean a transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

     “Project Cost” shall have the meaning given to such term in Section 5.1 of the Participation Agreement.

Appendix A - 43

     “Properly Margined Collateral Coverage” shall mean Liquid Collateral the Fair Market Sales Value of which is adjusted in accordance with the definition of Adjusted Market Value (Item), and maintained in accordance with the Concentration Limits (in the case of the Liquid Collateral Account only) and other terms set forth in the Operative Agreements.

     “Properly Margined Liquid Collateral” shall mean Liquid Collateral the amount of which is determined on the basis of Properly Margined Collateral Coverage.

     “Property” shall mean the Permitted Facility that is (or is to be) acquired, constructed and/or renovated pursuant to the terms of the Operative Agreements, the Land (including without limitation the Ground Lease) and each item of Equipment and the various Improvements, in each case located on such Land and the Appurtenant Rights.

     “Property Cost” shall mean, with respect to the Property at any date of determination, an amount equal to (a) the aggregate principal amount of all Advances made on or prior to such date and advanced to or for the benefit of the Construction Agent pursuant to and for the purposes set forth in Section 5.1 of the Participation Agreement with respect to the Property minus (b) the aggregate amount of prepayments or repayments as the case may be of the Credit Loans, the Mortgage Loans or the Lessor Advances allocated to reduce the Property Cost pursuant to Section 2.6(c) of the applicable Credit Agreement or Section 5A.4(c) of the Participation Agreement, respectively.

     “Punch List Cash Collateral Agreement” shall mean the Assignment of Punch List Liquid Collateral Account dated as of the Closing Date executed by the Lessee in favor of the Agent, on behalf of the Secured Parties.

     “Punch List Cash Collateral Control Agreement” shall mean the Punch List Control Agreement dated as of the Closing Date among the Agent, on behalf of the Secured Parties, the Lessee and the Intermediary.

     “Punch List Liquid Collateral” shall have the meaning given to such term in Section 1.1(d) of the Punch List Cash Collateral Agreement.

     “Punch List Liquid Collateral Account” shall mean the special purpose, segregated account (Account No.        , ABA No.  ###-###-####) established by M and T Bank and subject to a Lien in favor of the Agent for the benefit of the Secured Parties; the operation of the Punch List Liquid Collateral Account shall be governed by the Punch List Liquid Collateral Agreements and the other Operative Agreements, as applicable.

     “Punch List Liquid Collateral Agreement Event of Default” shall have the meaning given to such term in Section 3.1 of the Punch List Cash Collateral Agreement.

     “Punch List Liquid Collateral Agreements” shall mean the Punch List Cash Collateral Agreement and the Punch List Cash Collateral Control Agreement.

Appendix A - 44

     “Purchase Option” shall have the meaning given to such term in Section 20.1 of the Lease.

     “Purchasing Lender” shall have the meaning given to such term in Section 9.8(a) of the applicable Credit Agreement.

     “Rating Agencies” shall mean Moody’s, S&P or Fitch Investors Service, L.P. or, in each case, any successor nationally recognized statistical rating organization.

     “Reference Bank” shall mean any bank that furnishes information for the purpose of determining the Eurodollar Rate.

     “Register” shall have the meaning given to such term in Section 9.9(a) of the applicable Credit Agreement.

     “Regulation B” shall mean Regulation B of the Board, as the same may be modified and supplemented and in effect from time to time.

     “Regulation D” shall mean Regulation D of the Board, as the same may be modified and supplemented and in effect from time to time.

     “Regulation T” shall mean Regulation T of the Board, as the same may be modified and supplemented and in effect from time to time.

     “Regulation U” shall mean Regulation U of the Board, as the same may be modified and supplemented and in effect from time to time.

     “Regulation X” shall mean Regulation X of the Board, as the same may be modified and supplemented and in effect from time to time.

     “Regulation Z” shall mean Regulation Z of the Board, as the same may be modified and supplemented and in effect from time to time.

     “Release” shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, dumping, seepage, spill, leak, flow, discharge, disposal or emission of a Hazardous Substance.

     “Renewal Term” shall mean each of the three (3) renewal terms with regard to the Lease permitted in accordance with Section 2.2 of the Lease.

     “Rent” shall mean, collectively, the Basic Rent and the Supplemental Rent, in each case payable under the Lease.

     “Reportable Event” shall have the meaning specified in Section 4043 of ERISA.

Appendix A - 45

     “Repurchase Obligations” shall mean repurchase obligations with a term of not more than 31 days for underlying debt securities that are rated AAA by S&P and Aaa by Moody’s, and/or that are U.S. Treasury Obligations and/or U.S. Agency Obligations which in each case are secured by a fully perfected security interest in 102% of such underlying securities.

     “Requested Funds” shall mean any funds requested by the Lessee or the Construction Agent, as applicable, in accordance with Section 5 of the Participation Agreement.

     “Required Liquid Collateral Amount” shall mean on any determination date, Liquid Collateral, in an amount equal to the sum of (a) the product of (i) one hundred two percent (102%) and (ii) the product of (A) ninety-four percent (94%) and (B) the Property Cost, including without duplication all Capitalized Costs and (b) the product of (i) six percent (6%) and (ii) the Property Cost, including without duplication all Capitalized Costs.

     “Requisition” shall have the meaning specified in Section 4.2 of the Participation Agreement.

     “Responsible Officer” shall mean the Chairman or Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Senior Vice President or Executive Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer.

     “Restoration” shall have the meaning given to such term in Section 15.1(e) of the Lease.

     “S&P” shall mean Standard and Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc.

     “Sale Date” shall have the meaning given to such term in Section 20.3(a) of the Lease.

     “Sale Notice” shall mean a notice given to the Agent in connection with the election by the Lessee of its Sale Option.

     “Sale Option” shall have the meaning given to such term in Section 20.1 of the Lease.

     “Sale Proceeds Shortfall” shall mean the amount by which the proceeds of a sale described in Section 22.1 of the Lease are less than the Limited Recourse Amount with respect to the Property if it has been determined that the Fair Market Sales Value of the Property at the expiration of the term of the Lease has been impaired by greater than ordinary wear and tear during the Term of the Lease.

     “Scheduled Interest Payment Date” shall mean as to any CP Loan, any Eurodollar Loan, any Eurodollar Lessor Advance, any ABR Loan, any ABR Lessor Advance, any Interest payment to any Investor pursuant to any Note and any Lessor Yield payment to the Lessor in connection with any Lessor Advance, the twentieth (20^th) day of each month, unless such day is not a Business Day and in such case on the next occurring Business Day.

Appendix A - 46

     “SEC” means United States Securities and Exchange Commission.

     “Secured Parties” shall have the meaning given to such term in the Security Agreement.

     “Securities” shall have the meaning given to such term in Section 8-102(a)(15) of the Uniform Commercial Code.

     “Securities Act” shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

     “Security Agreement” shall mean the Amended and Restated Security Agreement dated as of the Closing Date between the Borrower and the Agent, for the benefit of the Secured Parties, and accepted and agreed to by the Lessee.

     “Security Assets” shall have the meaning given to such term in Section 2 of the Security Agreement.

     “Security Documents” shall mean the collective reference to the Bifurcation Documents, the Security Agreement, the Mortgage Instrument, (to the extent the Lease is construed as a security instrument) the Lease, (to the extent the Agency Agreement is construed as a security instrument) the Agency Agreement, the Liquid Collateral Agreements, the Punch List Liquid Collateral Agreements, the Primary Financing Party Financing Statements and all other security documents hereafter delivered to the Agent granting a Lien on any asset or assets of any Person to secure the obligations and liabilities of the Lessor under the Credit Agreements and/or under any of the other Credit Documents.

     “Senior Debt” shall mean regarding any Person and its Consolidated Subsidiaries as of the determination date, the outstanding principal amount of Indebtedness less Indebtedness that is expressly subordinated in right of payment.

     “Senior Debt Ratio” shall mean, at the end of any Fiscal Quarter, the ratio of

     “Single Employer Plan” shall mean any Plan which is not a Multiemployer Plan.

     “Site” shall mean the land subject (or to be subject) to the Ground Lease, and all of the appurtenances, easements, restrictions, and rights of way relating to the foregoing.

Appendix A - 47

     “Soft Costs” shall mean all costs which are ordinarily and reasonably incurred in relation to the acquisition, development, installation, construction, improvement and testing of the Property other than Hard Costs, including without limitation structuring fees, administrative fees, legal fees, upfront fees, fees and expenses related to appraisals, title examinations, title insurance, document recordation, surveys, environmental site assessments, geotechnical soil investigations and similar costs and professional fees customarily associated with a real estate closing, the fees and expenses of the Lessor payable or reimbursable under the Operative Agreements and costs and expenses incurred pursuant to Sections 7.3(a), 7.3(b), 7.4(a), 7.4(b), 7.5, 7.6, 7.7 and 7.8 of the Participation Agreement.

     “Subsidiary” shall mean, as to any Person, any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person, or by one (1) or more Subsidiaries, or by such Person and one (1) or more Subsidiaries.

     “Supplemental Amounts” shall have the meaning given to such term in Section 9.18 of the applicable Credit Agreement.

     “Supplemental Rent” shall mean all amounts, liabilities and obligations (other than Basic Rent) which the Lessee assumes or agrees to pay to the Lessor, the Agent, the Primary Financing Parties or any other Person under the Lease or under any of the other Operative Agreements including without limitation payments of the Termination Value and the Maximum Residual Guarantee Amount, all indemnification amounts, liabilities and obligations and all amounts payable or owing to any Hedge Provider pursuant to one or more Hedging Agreements (including without limitation any and all termination payments thereunder).

     “Synthetic Lease Obligation” shall mean, with respect to any Person that is a lessee under a lease of the type referred to as a synthetic lease that is characterized as an operating lease in accordance with GAAP, the outstanding “lease balance” or other similar amount; i.e., the outstanding principal amount of any notes of the lessor outstanding with respect to the property under lease plus the equity investment made with respect to such lease, plus, without duplication the “lease balance”, subject to the limitations set forth in Schedule II of the Participation Agreement, with respect to the synthetic leases described in Schedule II to the Participation Agreement.

     “Tax Affiliate” means, with respect to any corporate Person, any member of an affiliated group (within the meaning of Section 1504(a) of the Code or any similar provision of state or local law) in which such Person is a member.

     “Taxes” shall have the meaning specified in the definition of “Impositions”.

     “Term” shall mean, collectively, the Basic Term and each Renewal Term, if any.

     “Termination Date” shall have the meaning specified in Section 16.2(a) of the Lease.

Appendix A - 48

     “Termination Event” shall mean (a) with respect to any Pension Plan, the occurrence of a Reportable Event or an event described in Section 4062(e) of ERISA, (b) the withdrawal of the Lessee or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan, (c) the distribution of a notice of intent to terminate a Plan or Multiemployer Plan pursuant to Section 4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC under Section 4042 of ERISA, (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (f) the complete or partial withdrawal of the Lessee or any ERISA Affiliate from a Multiemployer Plan.

     “Termination Notice” shall have the meaning specified in Section 16.1 of the Lease.

     “Termination Value” shall mean the sum of (a) the outstanding aggregate principal amount of the Mortgage Loans, plus (b) the outstanding aggregate principal amount of the Credit Loans, plus (c) the outstanding aggregate principal amount of the Lessor Advances, plus (d) any accrued and unpaid Interest and fees owing to the Credit Lenders and/or the Mortgage Lenders, plus (e) any accrued and unpaid Lessor Yield, plus (f) any amounts then due and payable pursuant to Section 11 of the Participation Agreement (including without limitation Breakage Costs and all other indemnification amounts then due and payable pursuant thereto), plus (g) to the extent the same is not duplicative of the amounts payable under clauses (a) through (f) above, all other Rent and other amounts then due and payable or accrued under the Agency Agreement, Lease and/or under any other Operative Agreement (including without limitation all costs and expenses referred to in clause FIRST of Section 22.2 of the Lease plus (h) to the extent the same is not duplicative of the amounts payable under clauses (a) through (g) above, all amounts payable or owing to any Hedge Provider pursuant to one or more Hedging Agreements (including without limitation any and all termination payments thereunder)).

     “Transaction Expenses” shall mean all Soft Costs and all other costs and expenses incurred in connection with the preparation, execution and delivery of the Operative Agreements and the transactions contemplated by the Operative Agreements including without limitation all costs and expenses described in Section 7 of the Participation Agreement and the following:

Appendix A - 49

     “Transfer” shall have the meaning given to such term in Section 10.1(f) of the Participation Agreement.

     “Tribunal” shall mean any state, commonwealth, federal, foreign, territorial, or other court or government body, subdivision agency, department, commission, board, bureau or instrumentality of a governmental body.

     “Trust” shall mean Genome Statutory Trust 2001A, a Connecticut statutory trust.

     “Type” shall mean, as to any Loan, whether it is a CP Loan, an ABR Loan or a Eurodollar Loan.

     “U.S. Agency Obligations” shall mean bonds, notes, debentures, obligations or other evidence of indebtedness issued and/or guaranteed by Federal National Mortgage Association, Federal Home Loan Deed of Trust Corporation, Government National Mortgage Association or any other agency or instrumentality of the U.S. of America, in each case supported by the direct or indirect full faith and credit of the U.S. Government, as well as mortgaged backed securities issued by any of the foregoing agencies.

     “U.S. Person” shall have the meaning specified in Section 11.2(e) of the Participation Agreement.

     “U.S. Taxes” shall have the meaning specified in Section 11.2(e) of the Participation Agreement.

     “U.S. Treasury Obligations” shall mean securities issued or guaranteed by the U.S. Government, including U.S. Treasury obligations and any other obligations the timely payment of principal and interest of which are guaranteed by the U.S. Government.

     “UCC Financing Statements” shall mean collectively the Primary Financing Party Financing Statements.

Appendix A - 50

     “Unanimous Vote Matters” shall have the meaning given to such term in Section 12.4 of the Participation Agreement.

     “Unfunded Amounts” shall mean the unpaid cost of Construction and all other amounts necessary for Final Completion.

     “Unfunded Liability” shall mean, with respect to any Plan, at any time, the amount (if any) by which (a) the present value of all accrued benefits under such Plan exceeds (b) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of the Lessee or any member of the Controlled Group to the PBGC or such Plan under Title IV of ERISA.

     “Uniform Commercial Code” and “UCC” shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction.

     “Uninsured Force Majeure Loss” shall mean an amount equal to the Force Majeure Loss less any and all insurance proceeds paid in connection with the Force Majeure Event giving rise to such Force Majeure Loss.

     “Unrestricted Cash, Cash Equivalents and Marketable Securities” shall mean of any Person, as of the date of determination, all cash, Cash Equivalents and Marketable Securities of such Person and its Consolidated Subsidiaries as of such date which are not encumbered by any Lien or subject to any defeasance, sinking fund, escrow or similar deposit arrangement pursuant to which such funds are not subject to voluntary withdrawal by such Person and its Consolidated Subsidiaries or are set aside for a purpose other than use in such Person’s or its Consolidated Subsidiary’s current operation and which are not otherwise required to be designated as restricted funds on such Person’s consolidated balance sheet in accordance with GAAP.

     “Unused Fee Payment Date” shall mean the twentieth (20^th) Business Day of each calendar month during the Commitment Period.

     “Unused Fees” shall refer to the Lender Unused Fees and the Lessor Unused Fees.

     “Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

     “Wachovia” shall mean Wachovia Bank, National Association, a national banking association.

     “Wachovia Securities” shall mean Wachovia Securities, LLC, a Delaware limited liability company.

Appendix A - 51

     “WCM” shall have the meaning given to such term in Section 10.1(f) of the Participation Agreement.

     “Wholly-Owned Entity” shall mean a Person all of the shares of capital stock or other ownership interest of which are owned by a specified Person and/or one of such specified Person’s wholly-owned Subsidiaries or other wholly-owned entities.

     “Withdraw Liability” shall have the meaning given to such term under Part I of Subtitle E of Title IV of ERISA.

     “Withholdings” shall have the meaning specified in Section 11.2(e) of the Participation Agreement.

     “Work” shall mean the furnishing of labor, materials, components, furniture, furnishings, fixtures, appliances, machinery, equipment, tools, power, water, fuel, lubricants, supplies, goods and/or services with respect to the Property.

     “WSI” shall have the meaning given to such term in Section 10.1(f) of the Participation Agreement.

Appendix A - 52