AMENDED AND RESTATED ASSIGNMENT OF
LIQUID COLLATERAL AGREEMENT
THIS AMENDED AND RESTATED ASSIGNMENT OF LIQUID COLLATERAL ACCOUNT (as amended, modified, extended, supplemented and/or restated from time to time, the "Assignment") is made as of June 30, 2003, by HUMAN GENOME SCIENCES, INC., a Delaware corporation (the "Pledgor"), to WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Secured Parties (the "Agent"). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Participation Agreement (hereinafter defined). All terms which are defined in this Assignment are subject to the rules of usage of such terms set forth in Appendix A to the Participation Agreement.
RECITALS
1. The Pledgor is a party to the First Union Liquid Collateral Agreement dated as of November 7, 2001 (as amended, modified, extended, supplemented and/or restated from time to time, the "Original Assignment of Liquid Collateral") among the Pledgor, Genome Statutory Trust 2001A and Wachovia Bank, National Association (as successor to First Union National Bank).
2. The Pledgor is a party to the Amended and Restated Participation Agreement dated as of June 30, 2003 (as amended, modified, extended, supplemented and/or restated from time to time, the "Participation Agreement") among the Pledgor, Wachovia Development Corporation, Variable Funding Capital Corporation, the various banks and other financial institutions which are parties thereto from time to time as investors, Wachovia Securities, LLC and Wachovia Bank National Association.
3. A lease financing facility has been extended in favor of the Pledgor pursuant to the Participation Agreement and the other Operative Agreements.
4. The Secured Parties have required the Pledgor, and the Pledgor has agreed, to execute this Assignment in favor of the Agent with respect to various deposits of Liquid Collateral by the Pledgor.
5. The parties hereto wish to amend and restate the Original Assignment of Liquid Collateral, as it relates to the Property, pursuant to the terms of this Assignment.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Creation of Security Interest
Section 1.1 To secure the prompt payment and performance in full when and as due, whether by lapse of time or otherwise, of the Obligations of the Pledgor, the Pledgor hereby assigns, mortgages, conveys, pledges, hypothecates and delivers to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in, all right, title and interest of the Pledgor in and to:
(a) Account number maintained by the Intermediary in the name of the Pledgor or for the benefit of the Pledgor, and all successor and replacement accounts, regardless of the numbers of such accounts or the offices at which such accounts are maintained (collectively, any or all of the foregoing may be referred to herein as the "Liquid Collateral Account") and all rights of the Pledgor in connection with the Liquid Collateral Account, and all investment property, security entitlements, financial assets, certificated securities, uncertificated securities (including mutual funds shares), money, cash, currency, deposit accounts, instruments, general intangibles, and all other investments or property of any sort now or hereafter held, maintained or administered in the Liquid Collateral Account in the name of or for the benefit of the Pledgor.
(b) All rollovers, renewals or reinvestment s of any of the foregoing property.
(c) All stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, dividends, rights to interest, interest payments, dividends paid in stock, rights under hedge or derivative transactions, equity swaps, caps, floors or collars, new securities or other property which the Pledgor is or may hereafter become entitled to receive on account of or related to any of the foregoing property.
(d) The proceeds (including, without limitation, insurance proceeds from the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company), increase and products of any of the foregoing or replacements thereof or substitutions therefor (any and all of the foregoing items set forth in this Section 1.1 (a)- (d) and all proceeds thereof being hereinafter referred to as the "Liquid Collateral").
The Pledgor will execute and deliver to the Agent, concurrently with the execution of this Assignment, and at any time or times hereafter at the request of the Agent, all assignments, conveyances, assignment statements, financing statements, renewal financing statements, security agreements, affidavits, notices and all other agreements, instruments and documents that the Agent may reasonably request, and will execute all necessary endorsements in order to perfect and maintain the security interests and liens granted herein by the Pledgor to the Agent and in order to fully consummate all of the transactions contemplated herein and under the Operative Agreements. In addition, the Pledgor represents and warrants that its name is as set forth on the signature page hereto and that the location of the Pledgor for purposes of the Uniform Commercial Code is the State of Delaware. The Pledgor covenants to provide written notice to the Agent prior to the date of changing its name and/or the......
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