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          “Trustee means Manufacturers and Traders Trust Company, acting in its capacity asTrustee, its successors and assigns.”     (b) The following defined terms are hereby added to Paragraph 2 of the Facility Lease:          “Operative Documents means this Lease, the Bond Documents, the Credit FacilityAgreement, the Credit Facility Documents, the Collateral Pledge Agreement, the Letter of Credit,the Letter of Credit Agreement, the Letter of Credit Documents, the Hedge Documents, if applicable,and the Bond Deed of Trust.”          “Tenant Collateral means all of Tenant’s right, title and interest in and to (i) theLeased Premises, (ii) contracts, contract rights and general intangibles relating to themaintenance of the Improvements and/or to the Subject Leases (as hereinafter defined) and (iii)proceeds of any of the foregoing.     4. **Basic Rent Adjustment**. Commencing on December 1, 2009 and continuing for theremainder of the Term, subject to further adjustment as provided for in Paragraph 7(c), Basic Rentshall be adjusted to an amount equal to $140,000 per month.     5. **Amendment to****Paragraph 6(b)****of Facility Lease**. The fifth paragraph of Paragraph6(b) of the Facility Lease is hereby amended and restated in its entirety as follows:     ” In addition, at the closing of such purchase option, Tenant shall (1) pay or cause to bepaid to Montgomery County, Maryland one-half of all transfer and recordation taxes required ornecessary to be paid in connection with the transfer of the Leased Premises from Landlord to Tenant(it being the intent of the parties that, but for Landlord’s exemption from payment of transfer andrecordation taxes, one-half of any such transfer and recordation taxes would be attributable toLandlord), and (2) pay to Landlord, in immediately available funds, the sum of the following:     (A) all Basic Rent and Additional Rent through the date of the closing of such purchaseoption, plus     (B) all actual third party costs and expenses (including reasonable attorneys fees andexpenses) of the Credit Facility Provider, Landlord and the State (excluding Landlord’sinternal overhead) incurred in connection with such purchase, including (without limitation)any costs incurred by Landlord in connection with “unwinding” the Hedge, but deducting anybenefits accruing to Landlord in connection with “unwinding” the Hedge, plus     (C) all brokerage fees, if any, and other costs and expenses required or necessary tobe paid in connection with the transfer of the Leased Premises from Landlord to Tenant.
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     Notwithstanding the foregoing, in the event Montgomery County, Maryland or any other entitydenies applicability of Landlord’s exemption from such transfer and recordation taxes and,accordingly, or for any other reason, requires payment of Landlord’s one-half of such transfer orrecordation taxes, Tenant agrees to advance the full amount of such transfer and recordation taxeson behalf of Landlord, reserving the right on behalf of Tenant and Landlord to appeal suchimposition, and in such case, Landlord agrees to cooperate with Tenant in any effort by Tenant toappeal the imposition of any such transfer and/or recordation taxes upon Landlord, provided suchappeal is made at Tenant’s sole cost and expense. Any transfer and/or recordation taxes refundedto Landlord as a result of any such appeal shall be delivered by Landlord to Tenant.”     6. **Amendment to****Paragraph 7(c)****of Facility Lease**. Paragraph 7(c) of the FacilityLease is hereby amended and restated in its entirety as follows:     “(c) Landlord and Tenant acknowledge and agree that the Basic Rent has been determined basedupon a number of factors, which include the amount of debt service payable by Landlord with respectto the Bonds and the State Loans and other costs which may fluctuate from time to time. BasicRent shall be adjusted from time to time by Landlord and Tenant to reflect, among other things, (i)any redemption of the Bonds prior to maturity, and (ii) the expiration of the Hedge or any defaultby the Hedge Counterparty in the performance of its obligations under the Hedge Documents.Accordingly, within thirty (30) days of each calendar quarter-end, Landlord shall provide Tenantwith a reconciliation of the amounts and costs incurred by Landlord which have been paid byLandlord from Basic Rent received from Tenant, together with a projection of funds needed byLandlord over the ensuing twelve (12) months to pay timely such costs and amounts which havecustomarily been paid by Landlord from Basic Rent payments; and effective with the Basic Rentpayment due sixty (60) days after the end of each quarter-end, Basic Rent shall be adjusted upwardor downward as such projections warrant.”     7. **Amendment to****Paragraph 25(g)****of Facility Lease**. Paragraph 25(g) of the FacilityLease is hereby amended and restated in its entirety as follows:     “(g) Place of Business of Tenant. Tenant’s principal place of business is 14200Shady Grove Road, Rockville, Maryland 20850.”     8. **Amendment to****Paragraph 26(a)****of Facility Lease**. Paragraph 26(a) of the FacilityLease is hereby amended and restated in its entirety as follows:     “(a) Financial Statements. Furnish or cause to be furnished to Landlord:          (i) as soon as available but in no event more than 45 days after filing with the Securitiesand Exchange Commission (the “SEC”), a copy of the 10Q Report of Tenant filed with the SECaccompanied by a certificate of the chief financial officer of Tenant stating whether any event hasoccurred which constitutes an Event of Default, or which would constitute such an Event of Defaultwith the giving of notice or the lapse of time or both, and, if so, stating the facts with respectthereto; and
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          (ii) as soon as available but in no event more than 120 days after the close of each fiscalyear of Tenant, a copy of the 10K Report of Tenant filed with the SEC and a copy of the annualaudited financial statements relating to Tenant prepared in accordance with GAAP, which financialstatements shall include a balance sheet of Tenant as at the end of such fiscal year and astatement of earnings and changes in stockholder’s equity of Tenant for such fiscal year; and          (iii) as soon as available but in no event more than 90 days after the close of each fiscalyear of Tenant, a certificate of the chief financial officer of Tenant stating whether any eventwhich constitutes an Event of Default under this Lease has occurred, or any event which wouldconstitute such an Event of Default with the giving of notice or the lapse of time or both hasoccurred, and, if so, stating the facts with respect thereto; and          (iv) promptly upon transmission thereof, copies of any financial statements, proxy statements,reports and the like which Tenant sends to its shareholders and copies of all registrationstatements (with exhibits); and          (v) with reasonable promptness, such budgets, cash flow projections, financial forecasts andother additional information, reports or statements as Landlord or the Credit Facility Provider mayfrom time to time reasonably request.”     9. **Deletion of****Paragraph 26(j)****of the Facility Lease**. Paragraph 26 of the FacilityLease is hereby amended to delete subparagraph (j).     10. **Deletion of****Paragraph 27(b)****of the Facility Lease**. Paragraph 27 of the FacilityLease is hereby amended to delete subparagraph (b).     11. **Addition of Paragraphs 36 and 37 to Facility Lease**. The Facility Lease is herebyamended to add the following new Paragraphs 36 and 37:     “36. Nature of Transaction. With respect to the Leased Premises, it is the intent ofTenant and the Credit Facility Provider that, for federal, state and local tax purposes and forbankruptcy, commercial and regulatory law and all other purposes, this Lease and the transactionscontemplated by the Operative Documents shall be treated as the repayment and security provisionsof a loan by Landlord and the Credit Facility Provider to Tenant, that Tenant shall be treated asthe legal and beneficial owner entitled to any and all benefits of ownership of such LeasedPremises and that all payments of Basic Rent during the Term shall be treated as payments ofinterest and, if applicable, principal.
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     37. Grant of Lien and Future Assurances.          (a) Intent of the Parties. It is the intent of the parties hereto that this Leasegrants a security interest and deed of trust lien, as the case may be, on the Leased Premises andthe other Tenant Collateral to and for the benefit of Landlord (for the benefit of Landlord and theCredit Facility Provider) to secure Tenant’s performance under and payment of all amounts underthis Lease and the other Operative Documents.          (b) Transactions to be Regarded as Loans. Specifically, without limiting thegenerality of Paragraph 36, Landlord and Tenant intend and agree that in the event of anyinsolvency or receivership proceedings or a petition under the United States bankruptcy laws or anyother applicable insolvency laws or statute of the United States of America or any State orCommonwealth thereof affecting Tenant, Landlord, the Credit Facility Provider or any collectionactions, the transactions evidenced by the Operative Documents shall be regarded as loans made byLandlord and the Credit Facility Provider as unrelated third party lenders to or for the benefit ofTenant secured by the Leased Premises and the other Tenant Collateral.          (c) Mortgage Lien. Specifically, without limiting the generality of Paragraph 36,Tenant has mortgaged, granted, bargained, sold, conveyed and confirmed,and does hereby mortgage, grant, bargain, sell, convey and confirm, a lien on theLeased Premises and the other Tenant Collateral to secure to Landlord (for the benefit of Landlordand the Credit Facility Provider) (i) all amounts advanced by Landlord and the Credit FacilityProvider pursuant to the terms of the Operative Documents, together with interest thereon, and allother amounts payable under the Operative Documents in connection therewith and (ii) all otherobligations of Tenant under the Operative Documents, effective on the date hereof.          (d) Security Agreement. Specifically, but without limiting the generality ofParagraph 36, Landlord and Tenant further intend and agree that, for the purpose of securing thepayment of the above-described amounts and to further secure all other obligations of Tenant underthe Operative Documents, (i) this Lease shall also be deemed to be a security agreement andfinancing statement within the meaning of Article 9 of the Maryland Uniform Commercial Code (itbeing understood that Tenant hereby conveys and warrants and grants a security interest in theLeased Premises and the other Tenant Collateral to Landlord (for the benefit of Landlord and theCredit Facility Provider) to secure all amounts advanced by Landlord and the Credit FacilityProvider pursuant to the terms of the Operative Documents, together with interest thereon, and allother amounts payable under the Operative Documents and all other obligations of Tenant under theOperative Documents); (ii) the possession by Landlord or any of its agents of notes and such otheritems of property as constitute instruments, money, negotiable documents or chattel paper shall bedeemed to be *“possession by the secured party”*for purposes of perfecting the security interestpursuant to Section 9-313 of the Maryland Uniform Commercial Code; and (iii) notifications toPersons holding such property, and acknowledgments, receipts or confirmations from financialintermediaries, bankers or agents (as applicable) of Tenant shall be deemed to have been given forthe purpose of perfecting such security interest under any Law. Landlord and Tenant shall, to theextent consistent with this Lease, take such actions and execute, deliver, file and record suchother documents, financing statements and mortgages as may be necessary to ensure that, if theLease was deemed to create a security interest in the Leased Premises and the other TenantCollateral in accordance with this
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Paragraph 37, such security interest would be deemed to be a first priority perfected securityinterest (subject only to the Deeds of Trust) and will be maintained as such throughout the Term.          (e) Deed of Trust. Specifically, but without limiting the foregoing or the generalityof Paragraph 36, Tenant hereby grants, bargains, sells, warrants, conveys, aliens, remises,releases, assigns, sets over and confirms to Sean V. Timms and Arthur L. Perraud (collectively, the“Deed of Trust Trustees”) all of Tenant’s right, title, and interest in and to the following(collectively, the “Mortgaged Property”): (i) the Leased Premises and all appurtenancesrelating thereto and all proceeds, both cash and noncash thereof; (ii) all easements,rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights,waters, water courses, water rights, minerals, flowers, shrubs, crops, trees, timber and otheremblements, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances,reversions and remainders whatsoever, in any way belonging, relating or appertaining to the LeasedPremises or any part thereof, whether now owned or hereafter acquired by Tenant; (iii) all right,title and interest of Tenant in any and all leases, rental agreements and arrangements of any sortnow or hereafter affecting the Leased Premises or any portion thereof and providing for orresulting in the payment of money to Tenant for the use of the Leased Premises or any portionthereof, irrespective of whether such leases, rental agreements and arrangements be oral orwritten, and including any and all extensions, renewals and modifications thereof (the “SubjectLeases”) and guaranties of the performance or obligations of any lessees thereunder, togetherwith all income, rents, issues, profits and revenues from the Subject Leases (including all lesseesecurity deposits and all other lessee deposits, whether held by Tenant or in a trust account, andall other deposits and escrow funds relating to any Subject Leases), and all the estate, right,title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, ofTenant of, in and to the same; *provided, however,*that although this Lease contains (and it ishereby agreed that this Lease contains) a present, current, unconditional and absolute assignmentof all of said income, rents, issues, profits and revenues, Tenant shall collect and apply suchrental payments and revenues as provided in this Lease and the other Operative Documents; (iv) allright, title and interest of Tenant in, to and under all franchise agreements, managementcontracts, consents, authorizations, certificates and other rights of every kind and character ofany of the Leased Premises, to the extent the same are transferable, service contracts, utilitycontracts, leases of equipment, and all other contracts, licenses and permits now or hereafteraffecting the Leased Premises or any part thereof and all guaranties and warranties with respect toany of the foregoing (the “Subject Contracts”); (v) all right, title and interest of Tenantin any insurance policies or binders now or hereafter relating to the Leased Premises, includingany unearned premiums thereon, as further provided in this Lease; (vi) all right, title andinterest of Tenant in any and all awards, payments, proceeds and the right to receive the same,either before or after any foreclosure hereunder, as a result of any temporary or permanent injuryor damage to, taking of or decrease in the value of the Leased Premises by reason of casualty,condemnation or otherwise as further provided in this Lease; (vii) all right, title and interest ofTenant in all utility, escrow and all other deposits (and all letters of credit, certificates ofdeposit, negotiable instruments and other rights and evidence of rights to cash) now or hereafterrelating to the Leased Premises or the purchase, construction or operation thereof; (viii) allclaims and causes of action arising from or otherwise related to any of the foregoing, and allrights and judgments related to any legal actions in connection with such claims or causes ofaction; (ix) all Alterations, extensions, additions, improvements, betterments, renewals andreplacements,
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substitutions, or proceeds of any of the foregoing acquired with proceeds of any of theproperty described hereinabove; all of which foregoing items are hereby declared and shall bedeemed to be a portion of the security for the indebtedness and obligations herein described, aportion of the above described collateral being located upon the Land; and (x) all of the otherTenant Collateral, IN TRUST, HOWEVER, WITH POWER OF SALE, to secure (i) all amounts advanced byLandlord and the Credit Facility Provider pursuant to the terms of the Operative Documents,together with interest thereon, and all other amounts payable under the Operative Documents inconnection therewith and (ii) all other obligations of Tenant under the Operative Documents,effective on the date hereof.          (f) Power of Sale Remedies. Without limiting any other remedies set forth herein, inthe event that a court of competent jurisdiction rules that this Lease constitutes a deed of trustor other secured financing with respect to the Leased Premises as is the intent of the partiespursuant to this Paragraph 37, then Landlord and Tenant agree that, upon the occurrence and duringthe continuance of any Event of Default, the Deed of Trust Trustees may, and are hereby irrevocablyempowered to, with or without entry, and to the extent permitted by applicable law, sell or causethe sale of the Leased Premises or any part or parts thereof at one or more public auctions as anentirety or in parcels as Landlord may elect free from any equity of redemption for cash, oncredit, or for other property, for immediate or future delivery, and on such terms as the Deed ofTrust Trustees shall deem advantageous and proper, such sale or sales to be made in such manner andupon such notice and advertisement as may be required by applicable law, or in the absence of anysuch requirements, as Landlord may deem appropriate, and to make conveyance to the purchase orpurchasers. Notwithstanding the foregoing, upon the occurrence of an Event of Default, Landlordmay, at its option, proceed to foreclose on the Leased Premises by judicial foreclosure.Waiver. Tenant Acknowledges and agrees that if it defaults, a non-judicial foreclosure saleof the Leased Premises, if permitted by law, may be conducted without a hearing of any kind andwithout notice beyond the publication and posting of the notice of sale as required by law. tenanthereby waives to the extent permitted by law any rights it may have to any such hearing andnotice.          (g) UCC Remedies. In addition to any other remedies granted in this Lease to Landlord(including specifically, but not limited to, the right to proceed against the Leased Premises inaccordance with the rights and remedies in respect to those portions of the Leased Premises whichare real property pursuant to Section 9-604(a) of the Maryland Uniform Commercial Code), Landlordmay proceed under the Maryland Uniform Commercial Code as to all or any part of the personalproperty (tangible or intangible) and fixtures included with the Leased Premises (such portion ofthe Leased Premises being referred to herein as the “Personalty”) and shall have and mayexercise with respect to the Personalty all the rights, remedies, and powers of a secured partyunder the Maryland Uniform Commercial Code, including, without limitation, the right and power tosell, at one or more public or private sales, or otherwise dispose of, lease, or utilize thePersonalty and any part or parts thereof in any manner authorized or permitted under the MarylandUniform Commercial Code after default by a debtor, and to apply the proceeds thereof toward paymentof any costs and expenses and attorney’s fees and legal expenses thereby incurred by Landlord, andtoward payment of the indebtedness hereby secured in such order or manner as provided herein. Anyrequirement of the
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Maryland Uniform Commercial Code for reasonable notification shall be met by mailing writtennotice to Tenant at its address set forth in Exhibit E hereto at least ten (10) days priorto the sale or other event for which such notice is required.          (h) Judicial Remedies. Landlord may proceed to protect and enforce its rights by asuit or suits in equity or at law, or for the specific performance of any covenant or agreementcontained herein or in the Operative Documents, or in aid of the execution of any power herein ortherein granted, or for the foreclosure of the mortgage lien created by this Lease, or for theenforcement of any other appropriate legal or equitable remedy and in aid thereof Tenant herebyassents to the passage of a decree by the equity court having jurisdiction. Upon the bringing ofany suit to foreclose the mortgage lien created by this Lease or to enforce any other remedyavailable hereunder, Landlord shall be entitled as a matter of right, without notice and withoutgiving bond to Tenant or anyone claiming under, by or through it, and without regard to thesolvency or insolvency of Tenant or the then value of the premises, to have a receiver appointed ofall the Leased Premises and of the earnings, income, rents, issues, profits and proceeds thereof,with such power as the court making such appointment shall confer, and Tenant does herebyirrevocably consent to such appointment.          (i) Acceleration of Payments under the Letter of Credit Agreement and Other OperativeDocuments. In case of any sale of the Leased Premises, or of any part thereof, pursuant to anyjudgment or decree of any court or otherwise in connection with the enforcement of any of the termsof this Lease, all outstanding amounts due and owing under the Letter of Credit Agreement and theother Operative Documents, if not previously due, and the interest accrued thereon, if any, shallat once become and be immediately due and payable; also in the case of any such sale, Landlord maybid and become the purchaser, and the purchaser or purchasers, for the purpose of making settlementfor or payment of the purchase price, shall be entitled to turn in and use all outstanding amountsdue and owing under the Letter of Credit Agreement and the other Operative Documents, and anyclaims for interest due and unpaid thereon, in order that there may be credited as paid on thepurchase price the sum apportion able and applicable to all outstanding amounts due and owing underthe Letter of Credit Agreement and the other Operative Documents, including principal and interestthereon, out of the net proceeds of such sale after allowing for the proportion of the totalpurchase price required to be paid in actual cash. If at any foreclosure proceeding the LeasedPremises shall be sold for a sum less than the total amount of indebtedness for which judgment istherein given, the judgment creditor shall be entitled to the entry of a deficiency decree againstTenant and against the property of Tenant for the amount of such deficiency.          (j) Attorney-in-Fact. Tenant hereby irrevocably appoints Landlord as Tenant’sattorney-in-fact, with full authority in the place and stead of Tenant and in the name of Tenant orotherwise, from time to time in Landlord’s discretion, to execute any instrument which Landlord maydeem necessary or advisable to accomplish the purposes of this Lease (subject to any limitationsset forth in the Operative Documents), and to take any action (including any action that Tenant isentitled to take), including, without limitation:     (i) to ask, demand, collect, sue for, recover, compromise, receive and give acquittanceand receipts for money due and to become due under or in connection with all or any portionof the Leased Premises and the other Tenant Collateral;
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     (ii) to receive, endorse and collect any drafts or other instruments, documents andchattel paper in connection with the foregoing clause (a);     (iii) to file any claim or take any action or institute any proceedings which Landlordmay deem to be necessary or advisable for the collection thereof or to enforce compliancewith the terms and conditions of this Lease; and     (iv) to perform any affirmative obligations of Tenant hereunder, including theexecution of mortgages, financing statements and other documents.     Tenant hereby acknowledges, consents and agrees that the power of attorney granted pursuant tothis subparagraph (j) is irrevocable and coupled with an interest. Notwithstanding anythingcontained herein to the contrary, the rights and powers presently granted Landlord by thissubparagraph (j) may be exercised by Landlord only upon the occurrence and during the continuanceof an Event of Default.”     12. **Amendments to Exhibit E of the Facility Lease**. Exhibit E to the FacilityLease is hereby amended to change the addresses for Landlord, Tenant and the Bank as follows:       “If to Landlord:     Notices: Maryland Economic Development Corporation    100 N. Charles Street, Suite 630    Baltimore, Maryland 21201    Attention: Executive Director     with a copy to:         Teri M. Guarnaccia, Esquire    Ballard Spahr LLP    300 East Lombard Street, 18th Floor    Baltimore, Maryland 21202   Payments: Basic Rent         *By Mail*:         MEDCO    100 N. Charles Street, Suite 630    Baltimore, Maryland 21201    Attention: Executive Director       If to Tenant:        Notices: Human Genome Sciences, Inc.