Exhibit 10.2


 


EXECUTION VERSION


 


SECOND AMENDED AND RESTATED BORROWER SECURITY
AGREEMENT


 


dated as of


October 25, 2019


 


between


 


UNITED STATES STEEL CORPORATION


 


and


 


JPMORGAN CHASE BANK, N.A.


as Collateral Agent


 






     


     


    

 





TABLE OF CONTENTS


 




Page


 




	Section 1.	Definitions	1
	Section 2.	Grant of
Transaction Liens	9
	Section 3.	 General Representations and Warranties	10
	Section 4.	Further Assurances;
General Covenants	11
	Section 5.	Cash Collateral
Account	14
	Section 6.	Remedies
upon Event of Default	16
	Section 7.	Application
of Proceeds	16
	Section 8.	Fees And
Expenses; Indemnification	19
	Section 9.	 Authority To Administer Collateral	20
	Section 10.	Limitation
on Duty in Respect of Collateral	21
	Section 11.	General Provisions
Concerning the Collateral Agent	21
	Section 12.	Termination
of Transaction Liens; Release of Collateral	24
	Section 13.	Notices	25
	Section 14.	 No Implied Waivers; Remedies Not Exclusive	26
	Section 15.	 Successors and Assigns	26
	Section 16.	Amendments
and Waivers	27
	Section 17.	Choice of
Law	27
	Section 18.	WAIVER OF
JURY TRIAL	27
	Section 19.	 Severability	27
	Section 20.	 Additional Secured Obligations	27


 


EXHIBITS:


 


	Exhibit A	Form of Perfection Certificate




 


SCHEDULES: 


 


	Schedule I	Lockbox Accounts and Collection Accounts
	Schedule II	Existing Bi-Lateral Letters of Credit




 









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SECOND AMENDED AND RESTATED BORROWER
SECURITY AGREEMENT


 


SECOND AMENDED AND RESTATED BORROWER SECURITY
AGREEMENT dated as of October 25, 2018 (this “Agreement”) between United States Steel Corporation, a Delaware
corporation (together with its successors, the “Borrower”) and JPMorgan Chase Bank, N.A., as Collateral Agent.


 


WHEREAS, (i) the Borrower and certain other
parties thereto are parties to a Fourth Amended and Restated Credit Agreement dated as of February 26, 2018 (as amended, amended
and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”)
and (ii) the Borrower and the Collateral Agent and certain other parties thereto are entering into the Credit Agreement (hereinafter
defined), that amends and restates the Existing Credit Agreement, and pursuant to which the Borrower intends to borrow funds and
obtain letters of credit for the purposes set forth therein;


 


WHEREAS, the Borrower and the Collateral
Agent are parties to the Amended and Restated Borrower Security Agreement dated as of February 26, 2018 (as amended, amended and
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”);


 


WHEREAS, the parties hereto desire to amend
and restate the Existing Security Agreement as provided in this Agreement;


 


WHEREAS, it is a condition to effectiveness
of the Credit Agreement that the Borrower enter into this Agreement;


 


NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree that the Existing Security Agreement is amended and restated in its entirety as follows:


 


Section
1. Definitions.


 


(a)           
Terms Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in this Agreement
have the meanings given to them in the Credit Agreement.


 


(b)           
Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC:


 


	Term	 	UCC
	Account	 	9-102
	Authenticate	 	9-102
	Chattel Paper	 	9-102
	Deposit Account	 	9-102
	Document	 	9-102
	General Intangible	 	9-102
	Instrument	 	9-102
	Inventory	 	9-102
	Letter-of-Credit Right	 	9-102
	Supporting Obligation	 	9-102



 






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(c)           
Additional Definitions. The following additional terms, as used herein, have the following meanings:


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Loan Documents, and its successors in such capacity.


 


“Agreement” has the meaning
set forth in the preamble to this Agreement.


 


“Article 9” means Article
9 of the UCC.


 


“Bi-Lateral Letter of Credit”
means any letter of credit issued by a Bi-Lateral Letter of Credit Lender for the account of the Borrower, including all Existing
Bi-Lateral Letters of Credit.


 


“Bi-Lateral Letter of Credit Lender”
means any Person that is a Lender or Lender Affiliate as of both (i) the date of issuance (or amendment, renewal or extension)
of the applicable Bi-Lateral Letter of Credit and (ii) the date of designation of the applicable Bi-Lateral Letter of Credit Obligation
as a “Secured Bi-Lateral Letter of Credit Obligation” pursuant to Section 20.


 


“Bi-Lateral Letter of Credit Obligation”
means any reimbursement obligation or other payment obligation of the Borrower owing to any Bi-Lateral Letter of Credit Lender
in connection with any Bi-Lateral Letter of Credit issued by such Bi-Lateral Letter of Credit Lender.


 


“Blocked Account” means
each of the Lockbox Accounts, the Collection Accounts or any other Deposit Account, in each case that has been subjected to a Blocked
Account Agreement pursuant to Section 5(b).


 


“Blocked Account Agreement”
means, with respect to any account, a blocked account agreement in favor of the Collateral Agent, all in form and substance reasonably
satisfactory to the Collateral Agent.


 


“Borrower” has the meaning
set forth in the preamble to this Agreement.


 


“Cash Collateral Account”
has the meaning set forth in Section 5.


 


“Cash Management
Obligation” means the liability of the Borrower owing to any Person which is a Lender or Lender Affiliate as of the
date of designation of such Cash Management Obligation as a Secured Cash Management Obligation pursuant to Section 20 arising
out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer
or otherwise to or from the deposit accounts of the Borrower now or hereafter maintained with such Lender or Lender
Affiliate, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any
such deposit accounts, (c) purchasing card, debit card or credit card arrangements offered by such Lender or Lender Affiliate
and (d) any other deposit, disbursement, and cash management services afforded to the Borrower by such Lender or Lender
Affiliate.


 






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“Collateral” means all
property of the Lien Grantor, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to
the Collateral Agent pursuant to the Security Documents.


 


“Collateral Agent” means
JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent for the Secured Parties under the Security Documents, and its successors
in such capacity.


 


“Collection Account”
means each deposit account listed on Schedule I hereto under the heading “Collection Accounts” and any other collection
account established by the Lien Grantor into which collections on Pledged Receivables are deposited or into which amounts collected
in any Lockbox Account are transferred.


 


“Contracts” means all
General Intangibles related to the sale, lease, exchange, or other disposition of Inventory, whether or not performed and whether
or not subject to termination upon a contingency or at the option of any party thereto.


 


“Credit Agreement” means
the Fifth Amended and Restated Credit Agreement dated as of October 25, 2019 among the Borrower, the Lenders party thereto, the
LC Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.


 


“Derivative Contract”
means, with respect to any Derivative Obligation, the written contract evidencing such Derivative Obligation.


 


“Derivative
Obligation” means any obligation of the Borrower in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option
with respect to any of the foregoing transactions) or any combination of the foregoing transactions, in each case owing to
any Person that was a Lender or Lender Affiliate on the trade date for such Derivative Obligation (or an assignee of such
Person).


 






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“Earn Out Condition”
means the following condition for terminating a Sweep Period: Facility Availability shall have been greater than the greater of
(x) the amount that is 10% of the aggregate amount of the Commitments and (y) $200,000,000 for 60 consecutive days.


 


“Eligible Transferee”
means any Person that is not a Subsidiary of the Borrower that purchases, or receives as collateral, Receivables from any Credit
Party in connection with a Permitted Supply Chain Financing.


 


“Event of Default” means
any Event of Default as defined in the Credit Agreement and any similar event with respect to any Secured Derivative Obligation
that permits the acceleration of the maturity thereof (or an equivalent remedy).


 


“Existing Bi-Lateral Letters of
Credit” means each of the letters of credit set forth on Schedule II hereto.


 


“First Secured Derivative Obligations”
means the Derivative Obligations that are designated by the Borrower as “First Secured Derivative Obligations” pursuant
to Section 20. For the avoidance of doubt, unless the context otherwise requires, any reference herein to the “amount”
or the “principal amount” of a First Secured Derivative Obligation shall refer to then current Mark-to-Market Value
of such First Secured Derivative Obligation.


 


“Lien Grantor” means
the Borrower.


 


“Liquid Investment” means
(i) direct obligations of the United States or any agency thereof, (ii) obligations guaranteed by the United States or any agency
thereof, (iii) money market funds that invest solely in obligations described in clauses (i) and (ii) of this definition, (iv)
time deposits and money market deposit accounts issued by or guaranteed by or placed with a Lender, and (v) fully collateralized
repurchase agreements for securities described in clause (i) or (ii) entered into with a Lender, provided in each case that
such Liquid Investment (x) matures within 30 days after it is first included in the Collateral and (y) is in a form, and is issued
and held in a manner, that in the reasonable judgment of the Collateral Agent permits appropriate measures to have been taken to
perfect security interests therein.


 


“Liquidated Secured Obligation”
means at any time any Secured Obligation (or portion thereof) that is not an Unliquidated Secured Obligation at such time.


 


“Lockbox Accounts”
means each deposit account listed on Schedule I hereto under the heading “Lockbox Accounts” and any other lockbox
account established by the Lien Grantor into which collections on Pledged Receivables are deposited.


 






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“Mark-to-Market Value”
means, at any date with respect to any Derivative Obligation, the lesser of (i) the amount that would be payable by the Borrower
if the applicable Derivative Contract were terminated at such time in circumstances in which the Borrower was the defaulting party,
taking into account the effect of any enforceable netting arrangement between the parties to such Derivative Contract with respect
to mutual obligations in respect of other Secured Derivative Obligations between such parties and (ii) the amount stated in the
applicable Derivative Contract to be the maximum amount which can be asserted as a secured claim against the Collateral.


 


“Opinion of Counsel”
means a written opinion of legal counsel (who may be counsel to the Lien Grantor or other counsel, in either case approved by the
Collateral Agent, which approval shall not be unreasonably withheld) addressed and delivered to the Collateral Agent.


 


“own” refers to the possession
of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire”
refers to the acquisition of any such rights.


 


“Perfection Certificate”
means a certificate from the Lien Grantor substantially in the form of Exhibit A, completed and supplemented with the schedules
contemplated thereby to the reasonable satisfaction of the Collateral Agent, and signed by an officer of the Lien Grantor.


 


“Permitted Liens” means
(i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to
the Credit Agreement, including such Liens arising in connection with Permitted Supply Chain Financings.


 


“Pledged Receivables”
means at any time Receivables that are included (or that creates rights that are included) in the Collateral at such time.


 


“Post-Petition Interest”
means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency
or reorganization of the Lien Grantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether
or not such interest is allowed or allowable as a claim in any such proceeding.


 


“Proceeds” means
all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale,
lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including all
claims of the Lien Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or
unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition
payments with respect to any Collateral.


 






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“Receivables” means all
Accounts owned by the Lien Grantor and all other rights, titles or interests which, in accordance with GAAP would be included in
receivables on its balance sheet (including any such Accounts and/or rights, titles or interests that might be characterized as
Chattel Paper, Instruments or General Intangibles under the Uniform Commercial Code in effect in any jurisdiction), in each case
arising from the sale, lease, exchange or other disposition of Inventory, and all of the Lien Grantor’s rights to any goods,
services or other property related to any of the foregoing (including returned or repossessed goods and unpaid seller’s rights
of rescission, replevin, reclamation and rights to stoppage in transit), and all collateral security and supporting obligations
of any kind given by any Person with respect to any of the foregoing.


 


“Related Additional Documents”
means the documentation governing the Secured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations,
the Secured Derivative Obligations, and the Secured Vendor Financing Obligations.


 


“Related Documents” means
the Credit Agreement, any promissory notes issued pursuant to Section 2.17(d) of the Credit Agreement, the Security Documents,
and the Subsidiary Guarantee Agreements.


 


“Related Parties” means,
with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and its Affiliates.


 


“Release Conditions”
means the following conditions for terminating all the Transaction Liens:


 


(i)        all
Commitments under the Credit Agreement shall have expired or been terminated;


 


(ii)        all
Liquidated Secured Obligations shall have been paid in full; and


 


(iii)        no
Unliquidated Secured Obligation shall remain outstanding or such Unliquidated Secured Obligation shall be cash collateralized to
an extent and in a manner reasonably satisfactory to each affected Secured Party.


 


“Second Secured Derivative
Obligations” means all Secured Derivative Obligations that are not First Secured Derivative Obligations. For the
avoidance of doubt, unless the context otherwise requires, any reference herein to the “amount” or the
 “principal amount” of a Second Secured Derivative Obligation shall refer to then current Mark-to-Market Value of
such Second Secured Derivative Obligation.


 






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“Secured Agreement”,
when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets
forth obligations of the Lien Grantor and/or rights of the holder with respect to such Secured Obligation.


 


“Secured Bi-Lateral Letter of Credit
Obligations” means the Bi-Lateral Letter of Credit Obligations that are designated by the Borrower as “Secured
Bi-Lateral Letter of Credit Obligations” pursuant to Section 20.


 


“Secured Cash Management Obligations”
means the Cash Management Obligations that are designated by the Borrower as “Secured Cash Management Obligations”
pursuant to Section 20.


 


“Secured Derivative Obligations”
means the Derivative Obligations that are designated by the Borrower as additional Secured Obligations pursuant to Section 20.


 


“Secured Loan Obligations”
means all principal of all Loans and LC Reimbursement Obligations outstanding from time to time under the Credit Agreement, all
interest (including Post-Petition Interest) on such Loans and LC Reimbursement Obligations and all other amounts now or hereafter
payable by the Borrower pursuant to the Loan Documents.


 


“Secured Obligations”
means the Secured Loan Obligations, the Secured Derivative Obligations, the Secured Bi-Lateral Letter of Credit Obligations, the
Secured Cash Management Obligations and the Secured Vendor Financing Obligations.


 


“Secured Parties” means
the holders from time to time of the Secured Obligations, and “Secured Party” means any of them as the context may
require.


 


“Secured Vendor Financing Obligations”
means the Vendor Financing Obligations that are designated by the Borrower as “Secured Vendor Financing Obligations”
pursuant to Section 20.


 


“Security Documents”
means this Agreement, each Subsidiary Security Agreement and all other supplemental or additional security agreements, control
agreements, or similar instruments delivered pursuant to the Loan Documents.


 


“Sweep Period”
means (i) the period that begins on the first date on which Facility Availability is less than or equal to the greater of (x)
the amount that is 10% of the aggregate amount of the Commitments and (y) $200,000,000, and ends on the first date when all
Release Conditions are satisfied, or, solely with respect to the initial Sweep Period, any earlier date on which the Earn Out
Condition shall have been satisfied; and (ii) each period that begins upon the occurrence of (x) an Event of Default
described in Section 7(a), Section 7(i), Section 7(j) or Section 7(k) of the Credit Agreement, or (y) an Event of
Default caused by the Borrower’s failure to perform the covenant contained in Section 6.03 of the Credit Agreement, and
ends when no Event of Default is continuing; provided that, except in the case of a Sweep Period that begins upon the
occurrence of any Event of Default described in Section 7(a), Section 7(i), Section 7(j) or Section 7(k) of the Credit
Agreement with respect to the Borrower (which Sweep Period shall commence automatically upon the occurrence of such Event of
Default), no Sweep Period shall be deemed to have commenced unless and until the Collateral Agent shall have so determined
and shall have so notified the Borrower.


 






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“Transaction Liens” means
the Liens granted by the Lien Grantor under the Security Documents.


 


“Transferred Receivables”
means any Receivables that have been sold, contributed or otherwise transferred to an Eligible Transferee in connection with a
Permitted Supply Chain Financing that is permitted under the Credit Agreement.


 


“UCC” means the Uniform
Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such
other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or
priority.


 


“Unliquidated Secured Obligation”
means, at any time, any Secured Obligation (or portion thereof) that is contingent in nature or unliquidated at such time, including
any Secured Obligation that is:


 


(i)       an
obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;


 


(ii)      any
other obligation (including any guarantee) that is contingent in nature at such time; or


 


(iii)     an
obligation to provide collateral to secure any of the foregoing types of obligations.


 


“Vendor Financing Facility”
means any arrangement among the Borrower and a Vendor Financing Lender whereby the Vendor Financing Lender makes payment on behalf
of the Borrower of amounts payable by the Borrower to its suppliers and vendors.


 






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“Vendor Financing Lender”
means any Person which is a Lender or Lender Affiliate as of both (i) the date of effectiveness of the applicable Vendor Financing
Facility and (ii) the date of designation of the applicable Vendor Financing Obligation as a “Secured Vendor Financing Obligation”
pursuant to Section 20.


 


“Vendor Financing Obligation”
means any payment obligation of the Borrower owing to any Vendor Financing Lender arising in connection with any Vendor Financing
Facility.


 


(d)           
Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another
document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes
the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement
and (e) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


 


Section
2. Grant of Transaction Liens.


 


(a)           
In order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Agent for the benefit of the Secured
Parties a continuing security interest in all the following property of the Lien Grantor, whether now owned or existing or hereafter
acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):


 


(i)           
all Inventory;


 


(ii)          
all Receivables;


 


(iii)         
all Contracts;


 


(iv)         
all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash
equivalents or other assets on deposit therein or credited thereto;


 









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(v)          
all books and records (including customer lists, credit files, computer programs, printouts and other computer materials
and records) of the Lien Grantor pertaining to any of its Collateral;


 


(vi)         
all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described
in the foregoing clauses (i) through (v); and


 


(vii)        
all other Proceeds of the Collateral described in the foregoing clauses (i) through (vi).


 


(b)           
The Collateral shall not include Transferred Receivables.


 


(c)           
With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien
granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any
Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance
or (y) secures any such Supporting Obligation.


 


(d)           
The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party
to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the Collateral
or any transaction in connection therewith.


 


Section
3. General Representations and Warranties. The Lien Grantor represents and warrants that:


 


(a)           
The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified
as its jurisdiction of organization in its Perfection Certificate.


 


(b)           
The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate,
not material), free and clear of any Lien other than Permitted Liens.


 


(c)            The
Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the
Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The
Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or
equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any
such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective
to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent
documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the
possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien.


 






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(d)           
The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each
item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later
date) and (iii) when so attached, will secure all the Secured Obligations.


 


(e)           
The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct
and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at
the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing
the filing made at such filing office to perfect the Transaction Liens on the Collateral.


 


(f)           
The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent
that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein
except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental
body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for
the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement
of the Transaction Liens pursuant to the UCC.


 


(g)           
The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any
Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors.


 


(h)           
The Lien Grantor’s Collateral is insured as required by the Credit Agreement.


 


(i)           
Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements
of the Fair Labor Standards Act, as amended.


 


Section
4. Further Assurances; General Covenants. The Lien Grantor covenants as follows:


 


(a)            The
Lien Grantor will, from time to time, at its own expense, execute, deliver, authorize, file and record any
statement, assignment, instrument, document, agreement or other paper and take any other action (including (x) any filing of
financing or continuation statements under the UCC and (y) subject to Section 5(b), causing any lockbox, collection or
similar account into which payments with respect to Receivables then owned by the Lien Grantor will be received to be
subjected to Blocked Account Agreements) that from time to time may be reasonably necessary or desirable, or that the
Collateral Agent may reasonably request, in order to:


 






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(i)            
create, preserve, perfect, confirm or validate the Transaction Liens on the Collateral;


 


(ii)           
enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or


 


(iii)          
enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to any of the Collateral.


 


To the extent permitted by applicable law, the Lien Grantor
authorizes the Collateral Agent to execute and file such financing statements or continuation statements as may be necessary or
appropriate to reflect the security interests granted by this Agreement. The Collateral Agent shall provide the Lien Grantor with
copies of any such financing statements and continuation statements. The Lien Grantor agrees that a photocopy or other reproduction
of this Agreement or of a financing statement is sufficient as a financing statement to the extent permitted by law. The Lien Grantor
constitutes the Collateral Agent its attorney-in-fact to execute and file all filings required or so requested for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall
be irrevocable until all the Transaction Liens granted by the Lien Grantor terminate pursuant to Section 12. The Borrower will
pay the reasonable and documented out-of-pocket costs of, or incidental to, any recording or filing of any financing or continuation
statements or other documents recorded or filed pursuant hereto.


 


(b)           
The Lien Grantor will not (i) change its name or structure as a corporation, or (ii) change its location (determined as
provided in UCC Section 9-307) unless it shall have given the Collateral Agent prior notice thereof and delivered an Opinion of
Counsel with respect thereto in accordance with Section 4(c).


 


(c)            Within
10 days after it takes any action contemplated by Section 4(b), the Lien Grantor, at its own expense, will cause to be
delivered to the Collateral Agent an Opinion of Counsel, in form and substance reasonably satisfactory to the
Collateral Agent, to the effect that (i) all financing statements and amendments or supplements thereto, continuation
statements and other documents required to be filed or recorded in order to perfect and protect the Transaction Liens against
all creditors of and purchasers from the Lien Grantor after it takes such action (except any applicable continuation
statements specified in such Opinion of Counsel that are to be filed more than six months after the date thereof) have been
filed or recorded in each office necessary for such purpose, (ii) all fees and taxes, if any, payable in connection with such
filings or recordings have been paid in full and (iii) except as otherwise agreed by the Required Lenders, such action will
not adversely affect the perfection or priority of the Transaction Lien on any Collateral to be owned by the Lien Grantor
after it takes such action or the accuracy of the Lien Grantor’s representations and warranties herein relating to such
Collateral.


 






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(d)           
The Lien Grantor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any
of its Collateral; provided that the Lien Grantor may do any of the foregoing unless (i) doing so would breach a covenant
in the Credit Agreement (including, for the avoidance of doubt, the last sentence of Section 5.02(c) of the Credit Agreement) or
(ii) an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Lien Grantor that
its right to do so is terminated, suspended or otherwise limited. Concurrently with any sale or other disposition (except a lease)
permitted by the foregoing proviso, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising
from such sale or disposition) will cease immediately without any action by the Collateral Agent or any other Secured Party. The
Collateral Agent will, at the Borrower’s expense, execute and deliver to the Lien Grantor such documents as the Lien Grantor
shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Transaction Lien.


 


(e)           
The Lien Grantor will use commercially reasonable efforts to cause to be collected from its Account Debtors, when due, all
amounts owing under its Receivables (including delinquent Receivables, which will be collected in accordance with lawful collection
procedures) and will apply all amounts collected thereon, forthwith upon receipt thereof, to the outstanding balances of such Receivables.
Subject to the rights of the Collateral Agent hereunder if an Event of Default shall have occurred and be continuing, the Lien
Grantor may allow in the ordinary course of business as adjustments to amounts owing under its Receivables (but without limiting
the effect of the definition of “Ineligible Receivables” contained in the Credit Agreement) (i) any extension or renewal
of the time or times for payment, or settlement for less than the total unpaid balance, that the Lien Grantor finds appropriate
in accordance with sound business judgment and (ii) refunds or credits, all in the ordinary course of business and consistent with
the Lien Grantor’s historical collection practices. The costs and expenses (including reasonable and documented attorney’s
fees) of collection, whether incurred by the Lien Grantor or the Collateral Agent, shall be paid by the Lien Grantor. If an Event
of Default shall have occurred and be continuing, the Lien Grantor will, if requested to do so by the Collateral Agent, promptly
notify (and the Lien Grantor authorizes the Collateral Agent to so notify) each Account Debtor in respect of its Receivables that
such Receivables have been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of
such Receivables are to be made directly to the Collateral Agent.


 


(f)           
The Lien Grantor will, promptly upon request, provide to the Collateral Agent all information and evidence concerning the
Collateral that the Collateral Agent may reasonably request from time to time to enable it to enforce the provisions of the Security
Documents.


 






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(g)           
From time to time upon request by the Collateral Agent, the Lien Grantor will, at its own expense, cause to be delivered
to the Secured Parties an Opinion of Counsel reasonably satisfactory to the Collateral Agent as to such matters relating to the
transactions contemplated hereby as the Collateral Agent may reasonably request.


 


Section
5. Cash Collateral Account; Blocked Accounts. (a) If and when required for purposes hereof, the Collateral Agent
will establish an account (the “Cash Collateral Account”), in the name and under the exclusive control of the
Collateral Agent, into which all amounts owned by the Lien Grantor that are to be deposited therein pursuant to the Loan Documents
shall be deposited from time to time.


 


(b)           
At all times after the Effective Date, the Lien Grantor shall maintain a cash management system that is reasonably satisfactory
to the Collateral Agent. At all times after the Effective Date, the Lien Grantor shall (i) cause each of its Lockbox Accounts and
Collection Accounts to be subject to a Blocked Account Agreement and (ii) cause all Pledged Receivables to be payable only to a
Blocked Account. In addition, on each day on which collections of Pledged Receivables are received in any Lockbox Account, the
Borrower shall cause such collections to be transferred from the applicable Lockbox Account to a Collection Account. If the Lien
Grantor receives collections in respect of Pledged Receivables other than in a Blocked Account, the Lien Grantor shall immediately
cause such collections to be deposited into a Blocked Account.


 


(c)           
Upon the occurrence and during the continuation of an Event of Default or if a Sweep Period shall have occurred and be continuing,
the Collateral Agent may at any time thereafter give notice to any applicable depositary bank that the Collateral Agent is exercising
its rights under the applicable Blocked Account Agreements to do any or all of the following: (i) to have the exclusive control
of the Blocked Accounts and to exercise exclusive dominion and control over the funds and other assets deposited therein, (ii)
to have the proceeds that are sent to the Blocked Accounts redirected pursuant to the Collateral Agent’s instructions, (iii)
cause all amounts on deposit in any Blocked Account to be transferred to the Cash Collateral Account, (iv) subject to clause (d),
retain all cash and investments then held in any Blocked Account or the Cash Collateral Account and liquidate any or all investments
held therein, and (v) to take any or all other actions permitted under the applicable Blocked Account Agreement. Upon the occurrence
and during the continuation of an Event of Default, the Collateral Agent may also withdraw any amounts contained in a Blocked Account
or the Cash Collateral Account and apply such amounts as provided in Section 7. The Lien Grantor hereby agrees that if the Collateral
Agent at any time takes any action set forth in the preceding sentence, the Collateral Agent shall have exclusive control of the
proceeds (including collections) of all Pledged Receivables and the Lien Grantor further agrees to take any other action that the
Collateral Agent may reasonably request to transfer such control.


 









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(d)           
During any Sweep Period (i) all amounts held in the Cash Collateral Account (other than amounts deposited therein pursuant
to Section 2.11(b), Section 2.16(j) or Section 5.10(b) of the Credit Agreement as cash collateral for the LC Exposure) shall be
applied on a daily basis to first, the outstanding principal balance of the Base Rate Tranche A Loans until repaid in full,
or, if applicable, as provided in Section 7, (ii) second, following repayment in full of all outstanding Base Rate Tranche
A Loans pursuant to clause (i), any remaining amounts held in the Cash Collateral Account shall continue to be held in the Cash
Collateral Account and (other than amounts deposited therein pursuant to Section 2.11(b), Section 2.16(j) or Section 5.10(b) of
the Credit Agreement as cash collateral for the LC Exposure) shall be applied to the outstanding principal balance of maturing
Eurodollar Tranche A Loans upon expiration of the Interest Periods applicable thereto, (iii) third, following repayment
in full of all outstanding Eurodollar Tranche A Loans pursuant to clause (ii), any remaining amounts held in the Cash Collateral
Account shall continue to be held in the Cash Collateral Account and (other than amounts deposited therein pursuant to Section
2.11(b), Section 2.16(j) or Section 5.10(b) of the Credit Agreement as cash collateral for the LC Exposure) shall be applied to
the outstanding principal balance of the Base Rate Tranche B Loans until repaid in full and (iv) fourth, following repayment
in full of all outstanding Base Rate Tranche B Loans pursuant to clause (iii), any remaining amounts held in the Cash Collateral
Account shall continue to be held in the Cash Collateral Account and (other than amounts deposited therein pursuant to Section
2.11(b), Section 2.16(j) or Section 5.10(b) of the Credit Agreement as cash collateral for the LC Exposure) shall be applied to
the outstanding principal balance of maturing Eurodollar Tranche B Loans upon expiration of the Interest Periods applicable thereto.


 


(e)           
Unless (x) a Sweep Period shall have occurred and be continuing, (y) an Event of Default shall have occurred and be
continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral
Account pursuant to this subsection or (z) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit
Agreement or pursuant to the proviso to the definition of “Termination Date” contained in the Credit Agreement (or
otherwise), the Collateral Agent shall withdraw amounts from the Cash Collateral Account (other than amounts required to be deposited
in the Cash Collateral Account pursuant to Section 2.11(b), 2.16(j) or Section 5.10(b) of the Credit Agreement) and remit such
amounts to, or as directed by, the Borrower from time to time.


 


(f)           
Funds held in any Blocked Account or the Cash Collateral Account may, until withdrawn or otherwise applied pursuant hereto,
be invested and reinvested in such Liquid Investments as the Borrower shall request from time to time; provided that, if
an Event of Default shall have occurred and be continuing, the Collateral Agent may select such Liquid Investments.


 


(g)            If
immediately available cash on deposit in any Blocked Account or the Cash Collateral Account is not sufficient to make any
distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as
practicable, such investments held in or credited to such account as shall be required to obtain sufficient cash to make such
distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made
until such liquidation has taken place.


 






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Section
6. Remedies upon Event of Default. (a) If an Event of Default
shall have occurred and be continuing, the Collateral Agent may exercise (or cause its sub-agents to exercise) any or all of the
remedies available to it (or to such sub-agents) under the Security Documents.


 


(b)           
Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Collateral
Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in
the jurisdiction where such rights are exercised) with respect to any Collateral and, in addition, the Collateral Agent may, without
being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, withdraw all
cash held in the Cash Collateral Account or any Blocked Account and apply such cash as provided in Section 7 and, if there shall
be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell, lease, license or otherwise
dispose of the Collateral or any part thereof. Notice of any such sale or other disposition shall be given to the Lien Grantor
as required by Section 9.


 


(c)           
Without limiting the generality of the foregoing, during any Sweep Period, the Collateral Agent may (i) exercise all of
the remedies described in Section 5(d) and (ii) cause all amounts constituting Collateral that are held in any lockbox, collection
or other account of the Lien Grantor then subject to an effective Blocked Account Agreement to be transferred on a daily basis
to the Cash Collateral Account.


 


Section
7. Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the Collateral
Agent may apply (i) any cash held in the Cash Collateral Account and (ii) the proceeds of any sale or other disposition of all
or any part of the Collateral, in the following order of priorities:


 


first, to pay the expenses of such
sale or other disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all expenses,
liabilities and advances incurred or made by the Collateral Agent in connection with the Security Documents, and any other amounts
then due and payable to the Collateral Agent pursuant to Section 8 or to any Agent pursuant to the Credit Agreement;


 


second, ratably to (i) pay the
Secured Obligations consisting of unpaid principal of the Tranche A Loans and First Secured Derivative Obligations ratably
(or to provide for the payment thereof pursuant to Section 7(b)) and (ii) cash collateralize LC Exposures, until payment in
full of the principal of all such Secured Obligations described in this clause second shall have been made (or so
provided for) and all LC Exposures have been Cash Collateralized;


 






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third, to pay ratably the Secured
Obligations consisting of all interest (including Post-Petition Interest) on the Tranche A Loans and all commitment and other fees
payable under the Related Documents with respect to the Tranche A Loans and related commitments, until payment in full of all such
interest and fees shall have been made;


 


fourth, to pay the Secured Obligations
consisting of unpaid principal of the Tranche B Loans ratably (or to provide for the payment thereof pursuant to Section 7(b)),
until payment in full of the principal of all such Secured Obligations described in this clause fourth shall have been made
(or so provided for);


 


fifth, to pay ratably the Secured
Obligations consisting of all interest (including Post-Petition Interest) on the Tranche B Loans and all commitment and other fees
payable under the Related Documents with respect to the Tranche B Loans and related commitments, until payment in full of all such
interest and fees shall have been made;


 


sixth, to pay all other Secured Obligations
(other than the Secured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations, the Secured Vendor Financing
Obligations and the Second Secured Derivative Obligations) ratably (or to provide for the payment thereof pursuant to Section 7(b)),
until payment in full of all such other Secured Obligations (other than the Secured Bi-Lateral Letter of Credit Obligations, the
Secured Cash Management Obligations, the Secured Vendor Financing Obligations and the Second Secured Derivative Obligations) shall
have been made (or so provided for);


 


seventh, to pay ratably the unpaid
principal of the Secured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations, and the Secured Vendor
Financing Obligations (or to provide payment therefor pursuant to Section 7(b)), until payment in full of the principal of all
Secured Bi-Lateral Letter of Credit Obligations, Secured Cash Management Obligations and Secured Vendor Financing Obligations shall
have been made (or so provided for);


 


eighth, to pay ratably all interest
(including Post-Petition Interest) on the Secured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations,
the Secured Vendor Financing Obligations and the First Secured Derivative Obligations, until payment in full of all such interest
has been made;


 


ninth, to pay ratably all the unpaid
principal of the Second Secured Derivative Obligations;


 


tenth, to pay ratably all interest
on the Second Secured Derivative Obligations; and


 









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finally, to pay to the Lien Grantor,
or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it.


 


The Collateral Agent may make such distributions
hereunder in cash or in kind or, on a ratable basis, in any combination thereof.


 


Notwithstanding anything to the contrary
herein, the parties hereto agree that the unpaid principal (i.e., the Mark-to-Market Value) of the First Secured Derivative Obligations
shall be paid, ratably with the unpaid principal of other Secured Obligations with respect to the Tranche A Loans, pursuant to
clause second; provided that if on the date of any application of cash or proceeds in accordance with this Section 7(a), the aggregate
Mark-to-Market Value of First Secured Derivative Obligations exceeds an amount equal to (x) $200,000,000 minus (y) the aggregate
Mark-to-Market Value of First Secured Derivative Obligations previously paid pursuant to this Section 7(a) and Section 7(a) of
any Subsidiary Security Agreement (such amount, the “Available Derivative Amount” at such date), then: (x) the
Secured Obligations payable pursuant to clause second shall be the Mark-to-Market Value of First Secured Derivative Obligations
in an aggregate amount equal to the Available Derivative Amount at such date (which Available Derivative Amount shall represent
and be comprised of a ratable portion (the “Permitted Ratable Portion”) of the Mark-to-Market Value of each
First Secured Derivative Obligation), and (y) the portion of the Mark-to-Market Value of each First Secured Derivative Obligation
that is in excess of the Permitted Ratable Portion referred to in clause (x) (and is therefore not paid ratably with the unpaid
principal of Secured Obligations with respect to the Tranche A Loans pursuant to clause second) shall, for all purposes of this
Section 7(a), be treated as and deemed to be unpaid principal of a Second Secured Derivative Obligation, and shall be paid, ratably
with the unpaid principal of all other Second Secured Derivative Obligations, pursuant to clause ninth.


 


(b)            If
at any time any portion of any monies collected or received by the Collateral Agent would, but for the provisions of this
Section 7(b), be payable pursuant to Section 7(a) in respect of an Unliquidated Secured Obligation, the Collateral
Agent shall not apply any monies to pay such Unliquidated Secured Obligation but instead shall request the holder thereof, at
least 10 days before each proposed distribution hereunder, to notify the Collateral Agent as to the maximum amount of such
Unliquidated Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount
available for subsequent drawings thereunder). If the holder of such Unliquidated Secured Obligation does not notify the
Collateral Agent of the maximum ascertainable amount thereof at least two Domestic Business Days before such distribution,
such Unliquidated Secured Obligation will not be entitled to share in such distribution. If such holder does so notify the
Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent will allocate to such holder a portion
of the monies to be distributed in such distribution, calculated as if such Unliquidated Secured Obligation were outstanding
in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion of such monies to pay such
Unliquidated Secured Obligation, but instead will hold such monies or invest such monies in Liquid Investments. All such
monies and Liquid Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to
distribution in accordance with this Section 7(b) rather than Section 7(a). The Collateral Agent will hold all such monies
and Liquid Investments and the net proceeds thereof in trust until all or part of such Unliquidated Secured Obligation
becomes a Liquidated Secured Obligation, whereupon the Collateral Agent at the request of the relevant Secured Party will
apply the amount so held in trust to pay such Liquidated Secured Obligation; provided that, if the other
Secured Obligations theretofore paid pursuant to the same clause of Section 7(a) were not paid in full, the Collateral Agent
will apply the amount so held in trust to pay the same percentage of such Liquidated Secured Obligation as the percentage of
such other Secured Obligations theretofore paid pursuant to the same clause of Section 7(a). If (i) the holder of such
Unliquidated Secured Obligation shall advise the Collateral Agent that no portion thereof remains in the category of an
Unliquidated Secured Obligation and (ii) the Collateral Agent still holds any amount held in trust pursuant to this Section
7(b)in respect of such Unliquidated Secured Obligation (after paying all amounts payable pursuant to the preceding sentence
with respect to any portions thereof that became Liquidated Secured Obligations), such remaining amount will be applied by
the Collateral Agent in the order of priorities set forth in Section 7(a).


 






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(c)           
In making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied
to it pursuant to Section 11(g). All distributions made by the Collateral Agent pursuant to this Section shall be final (except
in the case of manifest error) and the Collateral Agent shall have no duty to inquire as to the application by any Secured Party
of any amount distributed to it.


 


Section
8. Fees and Expenses; Indemnification. (a) The Lien Grantor
will forthwith upon demand pay to the Collateral Agent:


 


(i)           
the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to
free any Collateral from any other Lien thereon;


 


(ii)           
the amount of any and all reasonable and documented out-of-pocket expenses, including transfer taxes and reasonable and
documented fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration
or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the
validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or
(z) the exercise by the Collateral Agent of any of its rights or powers under the Security Documents;


 









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(iii)           
the amount of any fees that the Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall
have become due and payable in accordance with such written agreement; and


 


(iv)           
the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability
or expense (including the reasonable and documented fees and expenses of its counsel and any experts or sub-agents appointed by
it hereunder) incurred or suffered by the Collateral Agent in connection with the Security Documents, except to the extent that
such loss, liability or expense arises from the Collateral Agent’s gross negligence or willful misconduct or a breach of
any duty that the Collateral Agent has under this Agreement (after giving effect to Sections 10 and 11).


 


Any such amount not paid to the Collateral Agent on demand will
bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2.00% plus the Base Rate for such day
plus the Applicable Rate that would, in the absence of an Event of Default, be applicable to the Base Rate Loans for such day.


 


(b)           
If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction
provided for in the Security Documents, the Lien Grantor will pay such tax and provide any required tax stamps to the Collateral
Agent or as otherwise required by law.


 


Section
9. Authority to Administer Collateral. The Lien Grantor irrevocably appoints the Collateral Agent its true and
lawful attorney, with full power of substitution, in the name of the Lien Grantor, any Secured Party or otherwise, for the sole
use and benefit of the Secured Parties, but at the Lien Grantor’s expense, to the extent permitted by law to exercise, at
any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers
with respect to all or any of the Collateral (to the extent necessary to pay the Secured Obligations in full):


 


(a)           
to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue
thereof,


 


(b)           
to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,


 


(c)           
to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as
if the Collateral Agent were the absolute owner thereof, and


 


(d)            to
extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;


 


provided that,
except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, the Collateral Agent will give the Lien Grantor at least ten days’ prior
written notice of the time and place of any public sale thereof or the time after which any private sale or other intended
disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be
Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided
that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be
limited to the liability (if any) imposed on it as a matter of law under the UCC.


 






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Section
10. Limitation on Duty in Respect of Collateral.  Beyond the exercise of reasonable care in the custody and preservation
thereof, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control
of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its
own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value
thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Agent in good faith or by reason
of any act or omission by the Collateral Agent pursuant to instructions from the Administrative Agent, except to the extent that
such liability arises from the Collateral Agent’s gross negligence or willful misconduct.


 


Section
11. General Provisions Concerning the Collateral Agent. (a) Authority. The Collateral Agent is authorized
to take such actions and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Documents,
together with such actions and powers as are reasonably incidental thereto.


 


(b)           
Coordination with Secured Parties. To the extent requested to do so by any Secured Party, the Collateral Agent will
promptly notify such Secured Party of each notice or other communication received by the Collateral Agent hereunder and/or deliver
a copy thereof to such Secured Party. As to any matters not expressly provided for herein (including (i) the timing and methods
of realization upon the Collateral and (ii) the exercise of any power that the Collateral Agent may, but is not expressly required
to, exercise under any Security Document), the Collateral Agent shall act or refrain from acting in accordance with written instructions
from the Required Lenders or, in the absence of such instructions, in accordance with its discretion (subject to the following
provisions of this Section).


 


(c)            Rights
and Powers as a Secured Party. The Person serving as the Collateral Agent shall, in its capacity as a Secured Party, have
the same rights and powers as any other Secured Party and may exercise the same as though it were not the Collateral Agent.
Such Person and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the
Borrower, any of its Subsidiaries or their respective Affiliates as if it were not the Collateral Agent hereunder.


 






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(d)           
Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security
Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent
shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing,
(b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing
to exercise by the Required Lenders, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall
not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in
any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent
shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority,
or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on
its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless
and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or
any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.


 


(e)            Authority
to Rely on Certain Writings, Statements, and Advice. The Collateral Agent shall be entitled to rely on, and shall not
incur any liability for relying on, any notice, request, certificate, consent, statement, instrument, document, or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely
on any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur
any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the
Borrower or any of its Subsidiaries), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountant or expert. The Collateral
Agent may rely conclusively on advice from the Administrative Agent as to whether at any time (i) an Event of Default under
the Credit Agreement has occurred and is continuing, (ii) the maturity of the Loans has been accelerated or (iii) any
proposed action is permitted or required by the Credit Agreement.


 






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(f)           
Sub-Agents and Related Parties. The Collateral Agent may perform any of its duties and exercise any of its rights
and powers through one or more sub-agents appointed by it. The Collateral Agent and any such sub-agent may perform any of its duties
and exercise any of its rights and powers through its Related Parties. The exculpatory provisions of Section 10 and this Section
shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent.


 


(g)           
Information as to Secured Obligations and Actions by Secured Parties. For all purposes of the Security Documents,
including determining the amounts of the Secured Obligations and whether a Secured Obligation is an Unliquidated Secured Obligation
or not, or whether any action has been taken under any Secured Agreement, the Collateral Agent will be entitled to rely on information
from (i) the Administrative Agent for information as to the Lenders, the Administrative Agent or the Collateral Agent, their Secured
Obligations and actions taken by them, (ii) any Secured Party for information as to its Secured Obligations and actions taken by
it, to the extent that the Collateral Agent has not obtained such information from the foregoing sources, and (iii) the Borrower
or any Subsidiary Guarantor, to the extent that the Collateral Agent has not obtained information from the foregoing sources.


 


(h)           
Within two Business Days after it receives or sends any notice referred to in this subsection, the Collateral Agent shall
send to the Administrative Agent and each Secured Party requesting notice thereof, copies of any notice given by the Collateral
Agent to the Lien Grantor, or received by it from the Lien Grantor; provided that such Secured Party has, at least five
Business Days prior thereto, delivered to the Collateral Agent a written notice (i) stating that it holds one or more Secured Obligations
and wishes to receive copies of such notices and (ii) setting forth its address, facsimile number and e-mail address to which copies
of such notices should be sent.


 


(i)            The
Collateral Agent may refuse to act on any notice, consent, direction or instruction from the Administrative Agent or any
Secured Parties or any agent, trustee or similar representative thereof that, in the Collateral Agent’s opinion, (i) is
contrary to law or the provisions of any Security Document, (ii) may expose the Collateral Agent to liability (unless the
Collateral Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that
gave, or instructed the Agent to give, such notice, consent, direction or instruction) or (iii) is unduly prejudicial to
Secured Parties not joining in such notice, consent, direction or instruction.


 






    23


     


    

 


(j)            
Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent
as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor
Collateral Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on
behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United States,
or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder,
and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor
to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor
and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 shall
continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.


 


Section
12. Termination of Transaction Liens; Release of Collateral.


 


(a)           
The Transaction Liens shall terminate when all the Release Conditions are satisfied.


 


(b)           
The Transaction Liens (x) with respect to any Pledged Receivables shall terminate when such Receivables have become Transferred
Receivables and (y) with respect to any other Collateral shall terminate upon the sale of such Collateral to a Person other than
a Credit Party in a transaction not prohibited by the Credit Agreement. In each case, such termination shall not require the consent
of any Secured Party, and the Collateral Agent and any third party shall be fully protected in relying on a certificate of the
Lien Grantor as to whether any Pledged Receivables qualify as Transferred Receivables (including whether the transfer thereof is
permitted under the Credit Agreement and this Agreement).


 


(c)           
If the Borrower delivers a certificate pursuant to Section 12(b) stating that any Pledged Receivables qualify as Transferred
Receivables, the Collateral Agent and any third party shall be fully protected in relying on such certificate as conclusive proof
that the Transferred Receivables are not Collateral.


 


(d)            At
any time before the Transaction Liens terminate, the Collateral Agent may, at the written request of the Lien Grantor, (i)
release any Collateral (but not all or substantially all of the Collateral) with the prior written consent of the
Required Lenders or (ii) release all or substantially all of the Collateral with the prior written consent of all the
Lenders.


 






    24


     


    

 


(e)           
Upon any termination of a Transaction Lien or release of Collateral, the Collateral Agent will, at the expense of the Lien
Grantor, execute and deliver to the Lien Grantor such documents as the Lien Grantor shall reasonably request to evidence the termination
of such Transaction Lien or the release of such Collateral, as the case may be. Each Secured Party consents to the Collateral Agent’s
delivery of, and hereby directs the Collateral Agent to deliver, such release documents.


 


Section
13. Notices. Each notice, request or other communication given to any party hereunder shall be in writing and
be sent to the following addresses:


 


(a)           
in the case of the Lien Grantor:


 


United States Steel Corporation

600 Grant Street, 61st Floor

Pittsburgh, Pennsylvania 15219

Attention: Treasurer

Facsimile: (412) 433-1167


 


with a copy to:


 


United States Steel Corporation

600 Grant Street, Room 1874

Pittsburgh, Pennsylvania 15219

Attention: Manager – Corporate Finance

Facsimile: (412) 433-2222


 


(b)           
in the case of the Collateral Agent:


 


JPMorgan Chase & Co.


CIB DMO WLO,


Mail code NY1-C413,


4 CMC, Brooklyn, NY, 11245-0001,


United States


Email: ib.collateral.services@jpmchase.com


 






    25


     


    

 


with a copy to:


 


J.P. Morgan Chase Bank, N.A.

383 Madison Avenue, FL 24

New York, New York 10179

Attention: Peter Predun

Facsimile: (212) 270-5100

E-mail: peter.predun@jpmorgan.com


 


J.P. Morgan Chase Bank, N.A.

383 Madison Avenue, FL 24

New York, New York 10179

Attention: Anna Filipovich

E-mail: anna.filipovich@jpmorgan.com


 


(c)           
in the case of any Lender, to the Collateral Agent to be forwarded to such Lender at its address or facsimile number specified
in or pursuant to Section 9.01 of the Credit Agreement; or


 


(d)           
in the case of any Secured Party requesting notice under Section 11(h), such address, facsimile number, or e-mail address
as such party may hereafter specify for the purpose by notice to the Collateral Agent.


 


All notices and other communications given to any party hereto
in accordance with the terms of this Agreement shall be deemed to have been given on the date of receipt. Any party may change
its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the Collateral
Agent and the Lien Grantor in the manner specified in this Section 13.


 


Section
14. No Implied Waivers; Remedies Not Exclusive. No failure by the Collateral Agent or any Secured Party to exercise,
and no delay in exercising and no course of dealing with respect to, any right or remedy under any Related Document shall operate
as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or any Secured Party of any right or remedy
under any Related Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights
and remedies specified in the Related Documents are cumulative and are not exclusive of any other rights or remedies provided by
law.


 


Section
15. Successors and Assigns. This Agreement is for the benefit of the Collateral Agent and the Secured Parties.
If all or any part of any Secured Party’s interest in any Secured Obligation is assigned or otherwise transferred, the transferor’s
rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation.
This Agreement shall be binding on the Lien Grantor and its successors and assigns.


 






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Section
16. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified
or terminated except pursuant to an agreement or agreements in writing entered into by the parties hereto, with the consent of
such Lenders and/or Agents as are required to consent thereto under Section 9.02(b) of the Credit Agreement.


 


Section
17. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State
of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the
laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.


 


Section
18. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY SECURITY DOCUMENT
OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE CASE OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
19. Severability. If any provision of any Security Document is invalid or unenforceable in any jurisdiction,
then, to the fullest extent permitted by law, (i) the other provisions of the Security Documents shall remain in full force and
effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Secured Parties in order
to carry out the intentions of the parties thereto as nearly as may be possible and (ii) the invalidity or unenforceability of
such provision in such jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction.


 


Section
20. Additional Secured Obligations. (a) Subject to the requirements set forth in clauses (b) and (c) of
this Section 20, the Borrower from time to time may designate (i) any Derivative Obligation as a “Secured Derivative
Obligation”, (ii) any Bi-Lateral Letter of Credit Obligation as a “Secured Bi-Lateral Letter of Credit
Obligation”, (iii) any Cash Management Obligation as a “Secured Cash Management Obligation” or (iv) any
Vendor Financing Obligation as a “Secured Vendor Financing Obligation”, for purposes hereof by delivering to the
Collateral Agent a certificate signed by a Financial Officer (an “Additional Secured Obligation
Certificate”) that (A) identifies (1) in the case of Derivative Obligations, such Derivative Obligation and the
related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount
thereof and the expiration date thereof), (2) in the case of Bi-Lateral Letter of Credit Obligations, such Bi-Lateral Letter
of Credit Obligation and the related Bi-Lateral Letter of Credit (including the name and address of the issuer of such
Bi-Lateral Letter of Credit), (3) in the case of Cash Management Obligations, such Cash Management Obligation (including the
name and address of the provider of the related cash management services) and (4) in the case of Vendor
Financing Obligations, such Vendor Financing Obligation and the Related Additional Documents, (B) if with respect to a
Derivative Obligation, (x) states that such Derivative Obligation has been entered into in the course of the ordinary
business practice of the Borrower and not for speculative purposes, (y) specifies, as of the date such Derivative Obligation
is entered into (or, if later, the date on which the related Additional Secured Obligation Certificate is delivered) (and
after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation
hereunder, as the case may be), the aggregate Mark-to-Market Value of all Secured Derivative Obligations then currently
designated as “First Secured Derivative Obligations” pursuant to this Section 20 and (z) specifies (subject to
the requirements of clause (c)) whether such Derivative Obligation will be designated as a First Secured Derivative
Obligation or a Second Secured Derivative Obligation, (C) if with respect to a Bi-Lateral Letter of Credit Obligation, states
the aggregate face amount of all Secured Bi-Lateral Letter of Credit Obligations (after giving effect to its designation as a
Secured Bi-Lateral Letter of Credit Obligation) and (D) if with respect to a Vendor Financing Obligation, states the maximum
committed principal amount (or non-interest amount payable) in respect of such Vendor Financing Obligations (after giving
effect to its designation as a Secured Vendor Financing Obligation).


 






    27


     


    

 


(b)           
No (i) Derivative Obligation shall be designated as a “Secured Derivative Obligation”, (ii) Bi-Lateral Letter
of Credit Obligation shall be designated as a “Secured Bi-Lateral Letter of Credit Obligation”, (iii) Cash Management
Obligation shall be designated as a “Secured Cash Management Obligation” or (iv) Vendor Financing Obligation shall
be designated as a “Secured Vendor Financing Obligation”, in each case unless (and the Borrower shall certify in the
relevant Additional Secured Obligation Certificate that): (A) at or prior to the time the relevant Related Additional Documents
were entered into, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the applicable
obligations would constitute a “Secured Obligation” entitled to the benefits of the Security Documents and (B) the
Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a Lender Affiliate,
an instrument in form and substance reasonably satisfactory to the Collateral Agent) to the effect set forth in subclause (A) of
this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such Derivative Obligation,
Bi-Lateral Letter of Credit Obligation, Cash Management Obligation or Vendor Financing Obligation, as applicable.


 






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(c)           
Notwithstanding anything to the contrary herein, (x) no Secured Derivative Obligation shall be designated as a First Secured
Derivative Obligation hereunder unless (and the Borrower shall certify in the relevant Additional Secured Obligation Certificate
that): (i) as of the date such Derivative Obligation is entered into (and after giving effect to its designation as a First Secured
Derivative Obligation), the aggregate Mark-to-Market Value of all Secured Derivative Obligations then currently designated as First
Secured Derivative Obligations shall not exceed $200,000,000, (ii) at or prior to the time the relevant Derivative Contract was
executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that such Derivative Obligation
would be designated as a First Secured Derivative Obligation entitled to the benefits of the Security Documents, (y) no Bi-Lateral
Letter of Credit Obligation shall be designated as a Secured Bi-Lateral Letter of Credit Obligation hereunder unless (and the Borrower
shall certify in the Additional Secured Obligation Certificate that) as of the date of such designation (and after giving effect
to its designation as a Secured Bi-Lateral Letter of Credit Obligation), the aggregate undrawn face amount of all Bi-Lateral Letters
of Credit the reimbursement or other payment obligations of which constitute Secured Bi-Lateral Letter of Credit Obligations shall
not exceed $125,000,000 and (z) no Vendor Financing Obligation shall be designated as a Secured Vendor Financing Obligation hereunder
unless (and the Borrower shall certify in the Additional Secured Obligation Certificate that) as of the date of such designation
(and after giving effect to its designation as a Secured Vendor Financing Obligation), the maximum committed principal amount (or
non-interest amount payable) of Secured Vendor Financing Obligations shall not exceed $250,000,000.


 


(d)           
Anything to the contrary contained herein notwithstanding, the Existing Bi-Lateral Letters of Credit shall be and be deemed
to be Secured Bi-Lateral Letters of Credit for all purposes hereunder and under the other Loan Documents, without the necessity
of delivering an Additional Secured Obligation Certificate or any other documentation.


 


Section
21. Amendment and Restatement. This Agreement amends and restates the Existing Security Agreement. All liens,
claims, rights, titles, interests and benefits created and granted by the Existing Security Agreement shall continue to exist,
remain valid and subsisting, shall not be impaired or released hereby, shall remain in full force and effect and are hereby affirmed,
renewed, extended, carried forward and conveyed as security for the Secured Obligations.


  


[Signature pages follow]








 






    29


     


    

 


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


 


	 	UNITED STATES STEEL CORPORATION
	 	 
	 	By:	/s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 
	Title:   Treasurer
and Chief Risk Officer 



 





[Signature Page to
Borrower Security Agreement]


 



    


     


    






 


	 	JPMORGAN CHASE BANK, N.A.,
 as Collateral Agent
	 	 	 
	 	By:	/s/ James Shender
	 	 	Name: James Shender
	 	
         
	Title:   Vice President 

	 	 



 


[Signature
Page to Borrower Security Agreement


 






    


     


    

 


EXHIBIT A

to Borrower Security Agreement


 


PERFECTION CERTIFICATE


 


The undersigned is a duly authorized officer
of United States Steel Corporation (the “Lien Grantor”). With reference to the Second Amended and Restated Borrower
Security Agreement dated as of October 25, 2019 between the Lien Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent (terms
defined therein being used herein as therein defined), the undersigned certifies to the Collateral Agent and each other Secured
Party as follows:


 


Information Required for Filings and Searches for Prior
Filings.


 


1.        Jurisdiction
of Organization. The Lien Grantor is a corporation organized under the laws of Delaware.


 


2.        Name.
The exact name of the Lien Grantor as it appears in its certificate of incorporation is as follows: United States Steel Corporation.


 


3.        Prior
Names. (a) The following constitute each other corporate (or other organizational) name that the Lien Grantor has had within
the past five years, together with the date of the relevant change: None


 


(b)      Except
as hereinafter set forth, the Lien Grantor has not changed its structure as a corporation. 1


 


(c)      Except
as hereinafter set forth, the Lien Grantor has not changed its jurisdiction of organization.


 


4.        Location
of Debtor. The Lien Grantor’s principal place of business is 600 Grant Street, Pittsburgh, PA 15219 USA.2
Except as hereinafter set forth, the Lien Grantor has not changed its principal place of business in the last five years.


 


5.        Organizational
and Federal Taxpayer Identification Numbers. (a) the organization identification number, if any, assigned by the jurisdiction
of organization of the Lien Grantor is 3396733 and (b) the U.S. federal taxpayer identification number of the Lien Grantor is 25-1897152.


 





 






1         Changes
in corporate structure include mergers and consolidations, as well as any change in the Lien Grantor’s form of organization.
If any such change has occurred, include below the information required by Paragraphs 1 through 5 of this certificate as to each
constituent party to a merger or consolidation and any other predecessor organization.


 


2         Lien
Grantor’s “location” determined as provided in UCC Section 9-307.



 






    


     


    

 





IN WITNESS WHEREOF, I have hereunto set
my hand this __ day of __________, ____.


 


	 	UNITED STATES STEEL CORPORATION
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





[Signature Page to Perfection Certificate]













 



    


     


    







 


Schedule I

to Perfection Certificate


 


DESCRIPTION OF COLLATERAL


 


All Inventory, Receivables, Contracts, Blocked
Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other
assets on deposit therein or credited thereto, and all books and records (including customer lists, credit files, computer programs,
printouts and other computer material and records) pertaining to the foregoing, all General Intangibles, Documents, Instruments,
Chattel Paper and insurance proceeds pertaining to the foregoing, in each case whether now owned or hereafter acquired and wherever
located, and all Proceeds thereof, but excluding all Transferred Receivables (as each such term is defined on Exhibit A attached
hereto).*


 


*Form of Exhibit A to UCC-1 Financing
Statements is attached hereto.








 






    


     


    

 


Exhibit A to UCC-1 Financing Statement


 


	Debtor:

United States Steel Corporation

600 Grant Street

Pittsburgh, PA 15219	
        Secured Party:

        JPMorgan Chase Bank, N.A.,

        as Collateral Agent

        500 Stanton Christiana Road

        Ops 2 Floor 3

        Newark, Delaware 19713-2107 



 


Capitalized terms used in the description
of collateral set forth on the face of the UCC-1 Financing Statement to which this Exhibit A pertains shall have the following
meanings: 


 


“Accounts” has the meaning
specified in Section 9-102 of the UCC.


 


“Blocked Accounts” means
any lockbox, deposit, collection or similar account of the Debtor which is or becomes subject to a “Blocked Account Agreement”
pursuant to the Borrower Security Agreement.


 


“Borrower Security Agreement”
means the Second Amended and Restated Borrower Security Agreement dated as of October 25, 2019 between United States Steel Corporation
and the Collateral Agent.


 


“Cash Collateral Account”
means an account in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by the Debtor
that are required to be deposited pursuant to the Credit Agreement and related documents are deposited from time to time.


 


“Chattel Paper” has the
meaning specified in Section 9-102 of the UCC.


 


“Collateral Agent” means
JPMorgan Chase Bank, N.A., in its capacity as collateral agent under the Borrower Security Agreement and related documents, and
its successors in such capacity.


 


“Collection Account”
means each deposit account established by the Debtor into which collections on Receivables are deposited or into which amounts
collected in any Lockbox Account are transferred.


 


“Contracts” means all
General Intangibles related to the sale, lease, exchange, or other disposition of Inventory, whether or not performed and whether
or not subject to termination upon a contingency or at the option of any party thereto.


 


“Credit Agreement”
means the Fifth Amended and Restated Credit Agreement dated as of 25, 2019 among the Borrower, the Lenders party thereto, the
LC Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.


 






    


     


    

 


“Document” has the meaning
specified in Section 9-102 of the UCC.


 


“Eligible Transferee”
means any Person which is not a Subsidiary of the Borrower that purchases, or receives as collateral, Receivables from any Credit
Party in connection with a Permitted Supply Chain Financing.


 


“General Intangibles”
has the meaning specified in Section 9-102 of the UCC.


 


“Instrument” has the
meaning specified in Section 9-102 of the UCC.


 


“Inventory” has the meaning
specified in Section 9-102 of the UCC.


 


“Lockbox Accounts” means
each lockbox account established by the Debtor into which collections on Receivables are deposited.


 


“Permitted Supply Chain Financing”
means any supply chain financing or other factoring transaction whereby the Receivables payable by a particular customer of the
Debtor are sold or pledged as collateral by the Debtor to a third-party financing source on a basis that is non-recourse to the
Debtor.


 


“Proceeds” means all
proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange,
assignment, licensing or other disposition of, or other realization upon, any Collateral, including all claims of the Debtor against
third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies
of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral.


 


“Receivables” means,
with respect to the Debtor, all Accounts owned by it and all other rights, titles or interests which, in accordance with generally
accepted accounting principles in the United States of America, would be included in receivables on its balance sheet (including
any such Accounts and/or rights, titles or interests that might be characterized as Chattel Paper, Instruments or General Intangibles
under the UCC), in each case arising from the sale, lease, exchange or other disposition of Inventory, and all of the Debtor’s
rights to any goods, services or other property related to any of the foregoing (including returned or repossessed goods and unpaid
seller’s rights of rescission, replevin, reclamation and rights to stoppage in transit), and all collateral security and
supporting obligations of any kind given by any person with respect to any of the foregoing.


 






    


     


    

 





“Transferred Receivables”
means any Receivables that have been sold, contributed or otherwise transferred by the Debtor to an Eligible Transferee in connection
with a Permitted Supply Chain Financing that is permitted under the Credit Agreement.


 


“UCC” means the Uniform
Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such
other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or
priority.


 






    


     


    

 





Schedule I

Lockbox Accounts and Collection Accounts


 












    


     


    

 


Schedule II

 Existing Bi-Lateral Letters of Credit





 


	Letter of Credit No.	Amount	Issuer