ex10p1loanagreement2020






              LOAN AGREEMENT  between  INDIANA FINANCE AUTHORITY,  as Issuer  and  UNITED STATES STEEL CORPORATION    $33,300,000  Indiana Finance Authority  Environmental Improvement Revenue Bonds,  Series 2020A (United States Steel Corporation Project)  And  Indiana Finance Authority   Environmental Improvement Revenue Refunding Bonds,   Series 2020B (United States Steel Corporation Project)      Dated as of November 1, 2020      





 






i    TABLE OF CONTENTS  Page    ARTICLE I DEFINITIONS ........................................................................................................... 2  Section 1.01. Use of Defined Terms ......................................................................................... 2  Section 1.02. Definitions .......................................................................................................... 2  Section 1.03. Interpretation ....................................................................................................... 5  Section 1.04. Captions and Headings ....................................................................................... 5  ARTICLE II REPRESENTATIONS .............................................................................................. 6  Section 2.01. Representations and Covenants of Issuer ........................................................... 6  Section 2.02. Representations and Covenants of Company ..................................................... 6  ARTICLE III COMPLETION OF PROJECT FACILITIES; ISSUANCE OF BONDS ............... 7  Section 3.01. Completion of Project Facilities ......................................................................... 7  Section 3.02. Issuance of Bonds; Application of Proceeds ...................................................... 8  Section 3.03. Company Required to Provide Additional Moneys in Event Moneys  Insufficient to Redeem Refunded Bonds ............................................................ 9  Section 3.04. Investment of Fund Moneys ............................................................................... 9  Section 3.05. Issuer’s Fees ...................................................................................................... 10  ARTICLE IV LOAN BY ISSUER; REPAYMENT OF INSTALLMENT PAYMENTS AND  ADDITIONAL PAYMENTS ....................................................................................................... 10  Section 4.01. Loan of Proceeds; Installment Payments .......................................................... 10  Section 4.02. Additional Payments ......................................................................................... 11  Section 4.03. Deposit of Moneys in Bond Fund; Moneys for Purchase and  Redemption ....................................................................................................... 11  Section 4.04. Obligations Unconditional ................................................................................ 11  Section 4.05. Assignment by Company .................................................................................. 12  Section 4.06. Assignment by Issuer ........................................................................................ 12  ARTICLE V ADDITIONAL AGREEMENTS AND COVENANTS ......................................... 12  Section 5.01. Lease, Sale or Grant of Use by Company ......................................................... 12  Section 5.02. Indemnification of Issuer and Trustee .............................................................. 13  Section 5.03. Company Not to Adversely Affect Exclusion from Gross Income of  Interest on Bonds .............................................................................................. 14  Section 5.04. Company to Maintain its Existence; Mergers or Consolidations ..................... 14  Section 5.05. Reports and Audits ............................................................................................ 15  Section 5.06. Insurance ........................................................................................................... 15  Section 5.07. Company to Furnish Notices and Opinions Relating to Changes in  Interest Rate Periods ......................................................................................... 16  ARTICLE VI OPTIONS; PREPAYMENT OF INSTALLMENT PAYMENTS ........................ 16  Section 6.01. Options to Terminate Agreement ..................................................................... 16  Section 6.02. Option to Prepay Installment Payments upon Extraordinary Optional  Redemption under Indenture ............................................................................ 16  Section 6.03. Mandatory Prepayment of Installment Payments ............................................. 16  Section 6.04. Actions by Issuer .............................................................................................. 17  





 






ii    Section 6.05. Release of Indenture in Event of Prepayment of Installment Payments ........... 17  ARTICLE VII EVENTS OF DEFAULT AND REMEDIES ....................................................... 17  Section 7.01. Events of Default .............................................................................................. 17  Section 7.02. Remedies on Default ......................................................................................... 18  Section 7.03. No Remedy Exclusive ...................................................................................... 18  Section 7.04. Agreement to Pay Fees and Expenses .............................................................. 18  Section 7.05. No Waiver ......................................................................................................... 19  Section 7.06. Notice of Default .............................................................................................. 19  ARTICLE VIII DISCLOSURES .................................................................................................. 19  Section 8.01. [Reserved]. ........................................................................................................ 19  ARTICLE IX MISCELLANEOUS .............................................................................................. 19  Section 9.01. Term of Agreement ........................................................................................... 19  Section 9.02. Amounts Remaining in Funds .......................................................................... 19  Section 9.03. Notices .............................................................................................................. 20  Section 9.04. Extent of Covenants of Issuer; No Personal Liability ...................................... 20  Section 9.05. Binding Effect ................................................................................................... 20  Section 9.06. Amendments and Supplements ......................................................................... 20  Section 9.07. Execution Counterparts ..................................................................................... 20  Section 9.08. Severability ....................................................................................................... 20  Section 9.09. Governing Law ................................................................................................. 20  Section 9.10. Further Assurances and Corrective Instruments ............................................... 20  Section 9.11. Issuer and Company Representatives ............................................................... 20  Section 9.12. Immunity of Incorporators, Stockholders, Officers and Directors ................... 21  Section 9.13. Section Headings .............................................................................................. 21  Section 9.14. Concerning the Trustee ..................................................................................... 21  Section 9.15. Limitation of Liability of the Issuer .................................................................. 21  Section 9.16. Disclosures ........................................................................................................ 23  Section 9.17. Purchase of Bonds ............................................................................................ 24      EXHIBIT A PROJECT FACILITIES  EXHIBIT B FORM OF DISBURSEMENT REQUEST  EXHIBIT C FORM OF COMPLETION CERTIFICATE            





 






  LOAN AGREEMENT  THIS LOAN AGREEMENT (this “Agreement”) made and entered into as of November 1,  2020, by and between the INDIANA FINANCE AUTHORITY (the “Issuer”), a body politic and  corporate, not a state agency but an independent instrumentality exercising essential public  functions, duly organized and validly existing under the laws of the State of Indiana (the “State”),  duly organized and validly existing under and by virtue of the Indiana Code Title 5, Article 1.2, as  amended (the “Act”), and UNITED STATES STEEL CORPORATION, a corporation duly  organized and existing under and pursuant to the laws of the State of Delaware, and duly qualified  to own property and transact business in the State (the “Company”), under the circumstances  summarized in the following recitals (capitalized terms used and not defined in the recitals being  used as defined in Article I):  WHEREAS, by virtue of the Act and pursuant to its corporate authorization, the Issuer is  authorized to enter into this Agreement and to do or cause to be done all the acts and things herein  or in the Indenture (as hereinafter defined) provided or required to be done by it, to issue the Bonds,  as defined herein, and to loan the proceeds of such Bonds to the Company for the purpose of (i)  financing a portion of the costs of acquiring, engineering, constructing, installing and equipping  certain solid waste disposal facilities at chemical and steel producing plants at the Company’s Gary  Complex located in the City of Gary, Indiana, including but not limited to a landfill, dust catcher  and integral components of these facilities (collectively, the “2020 Project”), and (ii) refunding the  remaining outstanding principal amount of the Issuer’s $88,810,000 Environmental Improvement  Revenue Refunding Bonds, Series 2010 (United States Steel Corporation Project) (the “Refunded  Bonds”), which Refunded Bonds were issued for the purpose of refunding two prior issues of the  Issuer’s bonds (the “Prior Bonds”), the proceeds of which were used to finance or refinance certain  pollution control facilities at the Company’s Gary Complex, which facilities are generally described  in Exhibit A to the Agreement (collectively, the “Refunding”); and  WHEREAS, the Issuer has determined to issue and sell, in the aggregate principal amount  of (i) $33,300,000 its Environmental Improvement Revenue Bonds, Series 2020A (United States  Steel Corporation Project) (the “Series 2020A Bonds”), and (ii) its Environmental Improvement  Revenue Bonds, Series 2020B (United States Steel Corporation Project) (the “Series 2020B Bonds,  and together with the Series 2020A Bonds, the “Bonds”), each pursuant to the terms of a Trust  Indenture (the “Indenture”) dated as of November 1, 2020, from the Issuer to The Bank of New  York Mellon Trust Company, N.A., as trustee (the “Trustee”), for the purposes heretofore described  and to enter into this Agreement and secure the Bonds by the pledge and assignment of Installment  Payments to be made by the Company hereunder; and  WHEREAS, the Company has also agreed under this Agreement to pay, or cause to be paid,  when due certain expenses and other costs incurred by the Issuer and the Trustee in connection  with this Agreement, the Indenture and the issuance of the Bonds; and  WHEREAS, the Bonds are special and limited obligations of the Issuer and the Issuer is  obligated to pay the principal of the Bonds and the interest accruing thereon only from the Pledged  Receipts (consisting primarily of the Installment Payments), as defined in the Indenture, as  authorized in the Act and neither the principal of the Bonds, nor the interest accruing thereon, shall  ever constitute a general indebtedness of the Issuer or an indebtedness of the State or any political  





 






2    subdivision or instrumentality thereof, within the meaning of any constitutional or statutory  provision whatsoever, or shall ever constitute or give rise to a pecuniary liability of the State or any  political subdivision or instrumentality thereof, nor will the Bonds be, or be deemed to be, an  obligation of the State or any political subdivision or instrumentality thereof; and  WHEREAS, all acts and conditions required to happen, exist and be performed precedent  to and in the issuance of the Bonds have happened, do exist and have been performed, or at the  delivery of the Bonds will exist, will have happened and will have been performed, (a) to make the  Bonds, when issued, delivered and authenticated, valid special and limited obligations of the Issuer  in accordance with the terms thereof, and (b) to make this Agreement a valid and binding agreement  of the parties hereto in accordance with its terms.  NOW, THEREFORE, for and in consideration of the premises, the respective  representations and agreements contained herein, and other good and valuable consideration, the  receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto, recognizing  that under the Act this Agreement shall not in any way obligate the State or any agency or political  subdivision thereof, including, without limitation, the Issuer, to raise any money by taxation (the  Issuer has no taxing power) or use other public moneys for any purpose in relation to the Project  Facilities and that neither the State nor any agency or political subdivision thereof, including,  without limitation, the Issuer, shall pay or promise to pay any debt or meet any financial obligation  to any Person at any time in relation to the Project Facilities, except from moneys received or to be  received under the provisions of this Agreement or derived from the exercise of the rights of the  Issuer hereunder, agree as follows:  ARTICLE I    DEFINITIONS  Section 1.01. Use of Defined Terms. In addition to the words and terms defined elsewhere  in this Agreement, or by reference to another document, the words and terms set forth in Section  1.02 shall have the meanings set forth therein unless the content or use clearly indicates another  meaning or intent. In addition, all capitalized terms used herein and not otherwise defined shall  have the meanings set forth in the Indenture.  Section 1.02. Definitions. The following terms shall have the following meanings:  “Additional Payments” means payments due hereunder as described in Section 4.02 in  addition to the Installment Payments.  “Agreement” means this Loan Agreement as amended or supplemented from time to time.  “Bonds” has the meaning set forth in the recitals to this Agreement.  “Code” means the Internal Revenue Code of 1986, as amended, the regulations (whether  proposed, temporary or final) under that Code or the statutory predecessor of that Code, and any  amendments of, or successor provisions to, the foregoing and any official rulings, announcements,  notices, procedures and judicial determinations regarding any of the foregoing, all as and to the  extent applicable. Unless otherwise indicated, reference to a Section of the Code means that Section  





 






3    of the Code, including such applicable regulations, rulings, announcements, notices, procedures  and determinations pertinent to that Section of the Code.  “Company Purchase Date” means, with respect to the related Bonds, any date on which the  Company purchases such Bonds in lieu of optional redemption under Section 4.07 of the Indenture.  “Completion Certificate” means a certificate in substantially the form attached hereto as  Exhibit C.  “Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated  the Date of Issuance, executed by the Company, as originally executed or as it may from time to  time be supplemented or amended.  “Conversion Date” means each Business Day, other than a Mandatory Purchase Date, on  which Bonds are subject to optional redemption under Section 2.03(f), (g) or (h) of Exhibit B of  the Indenture and are converted at the option of the Company in accordance with Section 2.03 (1)  of Exhibit B of the Indenture from the Term Interest Rate Period then in effect for such Bonds to a  Fixed Interest Rate Period or vice versa, (2) from a Term Interest Rate Period then in effect for  such Bonds to another Term Interest Rate Period or (3) from a Fixed Interest Rate Period then in  effect for such Bonds to another Fixed Interest Rate Period and on which such Bonds are required  to be tendered for purchase in accordance with Section 3.01 of Exhibit B of the Indenture.  “Event of Default” means any of the events described as an Event of Default in Section  7.01.  “Indenture” has the meaning set forth in the recitals to this Agreement.  “Installment Payments” means the amounts required to be paid by the Company to the  Trustee on behalf of the Issuer as described in, and pursuant to, Section 4.01(a) on each date on  which payment of principal or redemption price of or interest on the Bonds is due, as installments  for the purchase price of the Project Facilities, sufficient to enable the Trustee to make such  payment in full.  “Issuer” has the meaning set forth in the first paragraph of this Agreement.  “Loan” means the loan of the Bond proceeds from the Issuer to the Company as provided  in Section 4.01.  “1954 Code” means the Internal Revenue Code of 1954, as amended, the regulations  (whether proposed, temporary or final) under the Code, and any amendments of, or successor  provisions to, the foregoing and any official rulings, announcements, notices, procedures and  judicial determinations regarding any of the foregoing, all as and to the extent applicable.  Unless  otherwise indicated, references to a Section of the 1954 Code means that Section of the 1954 Code,  including such applicable regulations, rulings, announcements, notices, procedures and  determinations pertinent to that Section of the 1954 Code.    





 






4     “Notice Address” means:  (a) As to the Issuer:  Indiana Finance Authority  One North Capital Avenue, Suite 900  Indianapolis, IN 46204  Attention: Public Finance Director of the State of Indiana  Facsimile No.: (317) 232-6786    (b) As to the Company:  United States Steel Corporation   600 Grant Street, 61st Floor   Pittsburgh, PA 15219-2800   Attention: Vice President - Treasurer & Chief Risk Officer   Facsimile No.: (412)433-1167    With a copy to the Company at:    United States Steel Corporation   600 Grant Street, 19th Floor   Pittsburgh, PA 15219-2800   Attention: Manager - Corporate Finance   Facsimile No.: (412) 433-4567    (c) As to the Trustee:  The Bank of New York Mellon Trust Company, N.A.  500 Ross Street, 12th Floor   Pittsburgh, PA 15259   Attention: Corporate Trust Administration   Facsimile No.: (412) 236-0870    or such additional or different address, notice of which is given under Section 10.03.  “Person” or words importing persons mean any individual, corporation, partnership, joint  venture, limited liability company, association, joint-stock company, trust, unincorporated  organization or government or any agency or political subdivision thereof.  “Project” means the acquisition, construction, installation and equipping of a portion of the  Project Facilities.   “Project Facilities” means, generally, the pollution control facilities financed in part from  the proceeds of earlier issues of the Issuer’s bonds that were refunded from the proceeds of the  Refunded Bonds and in part from the proceeds of the Series 2020A Bonds, as such Project Facilities  are listed and described in Exhibit A hereto, and may also be limited, when appropriate in the  context, to those specific capital assets and equipment remaining in the ownership of the Company  





 






5    and in the physical state, condition and manner of operation existing on the date of issuance of a  relevant series of Bonds.  “Purchase Price” means (a) with respect to Bonds to be purchased on a Company Purchase  Date pursuant to Section 4.07 of the Indenture or a Conversion Date pursuant to Section 3.01 of  Exhibit B of the Indenture, an amount equal to the redemption price at which such Bonds would  have been redeemed under the Indenture if such Bonds were redeemed rather than purchased on  such Company Purchase Date or Conversion Date, and (b) with respect to Bonds to be purchased  on a Mandatory Purchase Date pursuant to Section 3.01 of Exhibit B of the Indenture, an amount  equal to the principal amount of the Bonds to be purchased on such Mandatory Purchase Date.   Because each Company Purchase Date, Conversion Date and Mandatory Purchase Date is an  Interest Payment Date, any accrued interest due on Bonds on such dates will be paid as interest due  on such Bonds on such dates and not as part of the Purchase Price.  “Refunded Bonds Indenture” means the Trust Indenture dated as of May 1, 2010, as  supplemented and amended to the date hereof, between the Issuer and the Refunded Bonds Trustee  pursuant to which the Refunded Bonds were issued.  “Refunded Bonds Trustee” means The Bank of New York Mellon Trust Company, N.A.,  in its capacity as trustee for the Refunded Bonds.  “Tax Regulatory Agreement” means the Tax Regulatory Agreement and No Arbitrage  Certificate in respect of the Bonds and dated as of the date of delivery of the Bonds, and any  permitted amendments or supplements thereto.   Section 1.03. Interpretation. Unless the context clearly indicates otherwise, the terms  defined in this Article I (and elsewhere in this Agreement) and in the Indenture shall, for all  purposes of this Agreement and all agreements supplemental hereto, have the meanings hereby  ascribed to them. Such terms, together with all other provisions of this Agreement, shall be read  and understood in a manner consistent with the provisions of the Act. Words or phrases importing  the masculine gender shall be read and understood to include the feminine and neuter genders and  those importing number shall include singular or plural, both as appropriate to the context.  Any reference herein to the Issuer, to its board or to any designated officer, includes entities  or officials succeeding to their respective functions, duties or responsibilities pursuant to or by  operation of law or lawfully performing their functions.  Any reference to a section, provision or chapter of the laws of the State or to any statute of  the United States of America includes that section, provision or chapter or statute as amended,  modified, revised, supplemented or superseded from time to time; provided, that no such  amendment, modification or similar change shall apply solely by reason of this provision, if it  constitutes in any way an impairment of the rights or obligations of the Issuer, the Holders, the  Trustee or the Company under this Agreement.  Section 1.04. Captions and Headings. The captions and headings in this Agreement are  solely for convenience of reference and in no way define, limit or describe the scope or intent of  any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.  





 






6    ARTICLE II    REPRESENTATIONS  Section 2.01. Representations and Covenants of Issuer. The Issuer represents that (a) it  is duly organized and validly existing under the Constitution and laws of the State, including the  Act; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the  issuance and delivery of the Bonds and the execution and delivery of this Agreement, the Indenture,  the Tax Regulatory Agreement and the Bond Purchase Agreement; (c) it is not in violation of or in  conflict with any provisions of the laws of the State which would impair its ability to carry out its  obligations contained in this Agreement, the Indenture, the Tax Regulatory Agreement or the Bond  Purchase Agreement; (d) it is empowered to enter into the transactions contemplated by this  Agreement, the Indenture, the Tax Regulatory Agreement and the Bond Purchase Agreement; (e)  it has duly authorized the execution, delivery and performance of this Agreement, the Indenture,  the Tax Regulatory Agreement and the Bond Purchase Agreement; (f) to the best of its knowledge  and belief, based solely upon the application submitted by the Company and upon other  representations made, information presented and testimony given by the Company, the Bonds will  further the public purposes of the Act and of the Issuer; and (g) it will do all things in its power in  order to maintain its existence or assure the assumption of its obligations under this Agreement, the  Indenture, the Tax Regulatory Agreement and the Bond Purchase Agreement by any successor  public body.  Section 2.02. Representations and Covenants of Company. The Company represents  and covenants that:  (a) It is a corporation duly organized and existing under and pursuant to the laws  of the State of Delaware. The Company is qualified to do business in the State.  (b) It has full power and authority to execute, deliver and perform its obligations  under this Agreement, the Tax Regulatory Agreement, the Continuing Disclosure  Agreement[, the Remarketing Agreement] and the Bond Purchase Agreement and to enter  into and carry out the transactions contemplated by those documents; such execution,  delivery and performance does not, and will not, violate any provision of law applicable to  the Company or the Company’s articles of incorporation, code of regulations, bylaws or  other corporate charter or similar instrument each as may be amended, and does not, and  will not, conflict with or result in a default under any agreement or instrument to which the  Company is a party or by which it is bound; this Agreement, the Tax Regulatory Agreement  and the Bond Purchase Agreement have, by proper action, been duly authorized, executed  and delivered by the Company and all steps necessary have been taken to constitute this  Agreement, the Tax Regulatory Agreement and the Bond Purchase Agreement legal, valid  and binding obligations of the Company.  (c) Each of the Project Facilities was, at the time originally placed in service, or  will be, at the time it is placed in service, a “pollution control facility” used in whole or in  part to control, reduce, abate or prevent, air, noise, water or general environmental pollution,  and was designed to meet applicable federal, state and local requirements for the control of  air or water pollution in effect at or about the time the respective series of the Issuer’s bonds  





 






7    used to finance the Project Facilities were issued. The Project Facilities were constructed  for no significant purpose other than the control of air or water pollution, and not principally  designed to result in any increase in production or capacity, or in a material extension of  the useful life of a manufacturing or production facility or a part thereof that is owned,  operated or used by the Company.  (d) At the time of issuance of the earlier issues of the Issuer’s bonds used to  finance the Project Facilities, at the time of issuance of the Refunded Bonds and at all times  subsequent thereto, the Company has complied with all applicable requirements of the 1954  Code and the Code necessary to ensure the continuing tax-exempt status of such earlier  issues and of the Refunded Bonds.  (e) At the time of issuance of the Bonds and at all times subsequent thereto, the  Company has complied with and will comply with all applicable requirements of the Code  necessary to ensure that the interest on the Bonds is and will remain excludable from gross  income for federal income tax purposes.   (f) All of the proceeds of the Series 2020B Bonds will be used exclusively to  retire the Refunded Bonds within 90 days of the date of issuance of the Series 2020B Bonds.  None of the proceeds of the Series 2020B Bonds will be used to provide working capital or  pay costs of issuance of the Bonds.  (g) Each one and all of the representations and warranties of the Company  contained in the Tax Regulatory Agreement, as executed and delivered simultaneously with  this Agreement, are true and correct.  (h) The Company will comply with the applicable requirements of Rule 15c2- 12 as promulgated by the Securities and Exchange Commission and recognizes that the  Issuer is not an “obligated person” within the meaning of said Rule.  ARTICLE III    COMPLETION OF PROJECT FACILITIES; ISSUANCE OF BONDS  Section 3.01. Completion of Project Facilities. The Company represents that the  acquisition and/or construction of the Project Facilities financed with the earlier issues of the  Issuer’s bonds have been completed and that the proceeds derived from the sale of the earlier issues  of the Issuer’s bonds used to finance or refinance the Project Facilities and the refunding of the  Prior Bonds, including any investment thereof, were expended in accordance with the provisions  of all bond authorization, security and tax regulatory agreements executed in respect of all such  bonds and the Refunded Bonds and in respect of the installation, operation or use of the Project  Facilities and the refunding of the Prior Bonds.  The Company represents that the Project Facilities  financed with proceeds of the Series 2020A Bonds will be completed and that the proceeds of the  Series 2020A Bonds, including any investment thereof, will be expended in accordance with the  provisions of all bond authorizations, security and tax regulatory agreements and certificates  executed in respect of the Bonds and in respect of the installation, operation and use of the Project  Facilities. Upon completion of the Project Facilities financed with the Series 2020A Bonds, the  Company shall deliver to the Trustee a Completion Certificate.  





 






8    Section 3.02. Issuance of Bonds; Application of Proceeds. (a) To provide funds to make  the Loan for the purpose of financing the Project, upon satisfaction of the conditions set forth herein  and in the Bond Resolution, the Issuer will issue, sell and deliver the Series 2020A Bonds.  To  provide funds for the purpose of refunding the Refunded Bonds, the Issuer will issue, sell and  deliver the Series 2020B Bonds. The Bonds will be issued in accordance with and pursuant to the  Indenture in the aggregate principal amount, will bear interest at the rate or rates, will mature and  will be subject to redemption as set forth therein. The Company hereby approves the terms and  conditions of the Indenture, and the Bonds, and the terms and conditions under which the Bonds  will be issued, sold and delivered.  (b) The proceeds from the sale of the Bonds shall be loaned to the Company and paid  to the Trustee and deposited as follows (a) a sum equal to accrued interest, if any, shall be deposited  in the Bond Fund (b) the balance shall be deposited in the accounts of the Project Fund as set forth  in the Indenture.   (i) Each disbursement request from the Series 2020A Project Account of the  Indenture shall be on the form attached hereto as Exhibit B, executed by an Authorized Company  Representative. Subject to the provisions below, disbursements from the Series 2020A Project  Account shall be made only to reimburse or pay the Company, or any person designated by the  Company, for the following:  i. Costs incurred directly or indirectly for or in connection with the acquisition,  construction, installation or equipment of the related Project Facilities,  including costs incurred in respect of the Project for preliminary planning  and studies; architectural, legal, engineering, surveying, accounting,  consulting, supervisory and other services; labor, services and materials; and  recording of documents and title work;  ii. Subject to the limitations set forth in the Act, financial, legal, accounting,  printing and engraving fees, charges and expenses, and all other such fees,  charges and expenses incurred in connection with the authorization, sale,  issuance and delivery of the Bonds; or  iii. Payment of interest and carrying charges with regard to the Series 2020A  Bonds incurred before the related Project Facilities were placed in service.   iv. Any other costs, expenses, fees and charges properly chargeable to the cost  of the acquisition, construction, installation or equipping of the Project  Facilities and that comply with the Company’s representations and  warranties in Section 2.02 of this Agreement.  (ii) Disbursements of moneys in the Series 2020B Clearing Account shall be  made by the Trustee in order to defease and/or redeem the Refunded Bonds, pursuant to written  instructions delivered by the Company to the Trustee and to the Refunded Bonds Trustee; provided,  in all events, all moneys in the Clearing Fund shall be fully disbursed for the redemption of the  Refunded Bonds on or before 90 days following the date of issuance of the Bonds. Upon the deposit  with the Refunded Bonds Trustee of adequate funds, or Government Obligations (as defined in the  Refunded Bonds Indenture) which would produce adequate funds, for the payment of all Bond  





 






9    Service Charges (as defined in the Refunded Bonds Indenture) due on the Refunded Bonds on the  date of their redemption and provided the other provisions of Article IX of the Refunded Bonds  Indenture have been met, the Company shall be permitted to seek a release of the lien of any and  all documents providing for the payment of the Refunded Bonds, including particularly the  Refunded Bonds Indenture and the related Loan Agreement, and may seek repayment of any  unrequired funds on deposit in the Series 2020B Clearing Account, pursuant to Section 5.07 of the  Indenture.  Section 3.03. Company Required to Provide Additional Moneys in Event Moneys  Insufficient to Redeem Refunded Bonds. If moneys disbursed from the Series 2020B Clearing  Account to the Refunded Bonds Trustee are not sufficient to defease or redeem the Refunded  Bonds, the Company shall, nonetheless, not later than the date fixed for redemption of the Refunded  Bonds, pay to the Refunded Bonds Trustee, in immediately available funds, any such additional  moneys as shall be needed, including, without limitation, amounts for interest accrued to that date,  from its own funds to defease or redeem the Refunded Bonds. The Company shall not be entitled  to any reimbursement therefor from the Issuer, the Trustee or any Holder; nor shall it be entitled to  any abatement, diminution or postponement of the Installment Payments as a consequence of such  payment. The Company acknowledges and agrees that there is no implied or express warranty by  the Issuer that the proceeds of the Bonds will be sufficient to redeem the Refunded Bonds.  Section 3.04. Investment of Fund Moneys. At the written direction of the Authorized  Company Representative, any moneys held as part of the Bond Fund, the Rebate Fund and the  Clearing Fund shall be invested or reinvested by the Trustee in Eligible Investments; provided that,  if the Refunded Bonds are to be defeased in accordance with the provisions of Section 9.02 of the  Refunded Bonds Indenture, any moneys in the Clearing Fund shall be invested in Eligible  Investments constituting Government Obligations as provided in Section 9.02 of the Refunded  Bonds Indenture. Each of the Issuer and the Company hereby covenants that it will restrict any  investment and reinvestment and the use of the proceeds of the Bonds in such manner and to such  extent, if any, as may be necessary so that the Bonds will not constitute arbitrage bonds under  Section 148 of the Code.  The Company shall provide the Issuer with a certificate of an appropriate officer, employee  or agent of or consultant to the Company for inclusion in the transcript of proceedings for the  Bonds, setting forth the reasonable expectations of the Company on the date of delivery of and  payment for the Bonds regarding the amount and use of the proceeds of the Bonds and the facts,  estimates and circumstances on which those expectations are based.  The Company agrees that at no time shall any funds constituting gross proceeds of the  Bonds be used in any manner to cause or result in a prohibited payment under applicable regulations  pertaining to, or in any other fashion as would constitute failure of compliance with, Section 148  of the Code.  If there is any amount required to be paid to the United States pursuant to Section 148(f) of  the Code or Section 5.03 of the Indenture, the Company shall pay such amount to the Trustee for  deposit to the Rebate Fund created under Section 5.03 of the Indenture, who will, acting on behalf  of the Company, submit the payment to the United States.  





 






10    Section 3.05. Issuer’s Fees. The Company will pay the Issuer’s closing fee in the amount  of $40,000 and the legal fee in the amount of $15,000 on the date of issuance of the Series 2020A  Bonds, and the Company will pay the Issuer’s closing fee and legal fee with respect to the Series  2020B Bonds on the date of issuance of such Series 2020B Bonds. The Company will also pay any  other administrative expenses incurred in connection with the financing of the Project, and any  such additional fees and expenses (including reasonable attorney’s fees) incurred by the Issuer or  the Trustee in connection with inquiring into, or enforcing, the performance of the Company’s  obligations hereunder, within 30 days of receipt of a statement from the Issuer requesting payment  of such amount.  ARTICLE IV    LOAN BY ISSUER; REPAYMENT OF INSTALLMENT  PAYMENTS AND ADDITIONAL PAYMENTS  Section 4.01. Loan of Proceeds; Installment Payments. The Issuer agrees, upon the  terms and conditions contained in this Agreement, to lend to the Company the proceeds received  by the Issuer from the sale of the Bonds. Such proceeds shall be disbursed to or on behalf of the  Company as provided in Section 3.02.  On each date on which any payment of principal or redemption price of, or interest on, the  Bonds shall become due (whether at maturity, or upon redemption or acceleration or otherwise),  the Company will pay or cause to be paid to the Trustee, in immediately available funds, an amount  which, together with other moneys held by the Trustee under the Indenture and available therefor,  will enable the Trustee to make such payment of principal or redemption price of, of or interest on,  the Bonds to the Bondholders in full in a timely manner (“Installment Payments”).  In furtherance of the foregoing, so long as any Bonds are outstanding, the Company will  pay or cause to be paid all amounts required to prevent any deficiency or default in any payment of  principal or redemption price of, or interest on, the Bonds, including any deficiency caused by an  act or failure to act by the Trustee, the Company, the Issuer or any other Person.  The Issuer assigns all amounts payable under this Section by the Company to the Trustee  pursuant to the Indenture for the benefit of the Bondholders. The Company assents to such  assignment. Accordingly, the Company will pay directly to the Trustee at its designated office all  payments payable by the Company pursuant to this Section.  The obligation of the Company to make any Installment Payments shall be deemed to have  been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant  to a Letter of Credit then in effect with respect to the Bonds.  The Company further covenants that it will make any payments required to be made  pursuant to Sections 2.04 (including Article III of Exhibit B hereto) and 4.06 of the Indenture at  the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided however the  obligation to make such payments shall have been deemed satisfied to the extent that such Purchase  Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or  Alternate Credit Facility or from payment by the Company pursuant to Section 3.02(a)(2) of Exhibit  B hereto.  





 






11    Section 4.02. Additional Payments. The Company will also pay the following upon  demand after receipt of a bill therefor:  (a) The reasonable and documented out-of-pocket fees and expenses, including  reasonable attorneys’ fees, of the Issuer incurred in connection with this Agreement, the  Indenture, the Tax Regulatory Agreement and the Bonds, the Continuing Disclosure  Agreement and the making of any amendment or supplement thereto, including, but not  limited to: (i) those described in Section 3.05 (which includes, among other fees and  expenses, the fees and expenses associated with the initial drafting, execution and delivery  of this Agreement, the Indenture, the Tax Regulatory Agreement, the Continuing Disclosure  Agreement and the Bonds), (ii) those described in Section 7.04 and (iii) any other payments  or indemnification required under Section 5.02.  (b) The reasonable and documented out-of-pocket fees and expenses of the  Trustee[, the Tender Agent, if any, and the Remarketing Agent, if any], including  reasonable attorneys’ fees, for any services rendered by it under the Indenture, including  those described in Section 7.04 in connection with inquiring into or enforcing the  performance of the Company’s obligations hereunder, and any other payments or  indemnification required under Section 5.02, such fees, expenses and payments to be paid  directly to the Trustee[, the Tender Agent, if any, and the Remarketing Agent, if any.] for  its own account as and when such fees and expenses become due and payable.  The Company further agrees to pay all reasonable and documented out-of-pocket costs and  expenses (including reasonable attorney’s fees and expenses) of the Issuer and the Trustee[, the  Tender Agent, if any, and the Remarketing Agent, if any] incurred after the initial issuance of the  Bonds in the preparation of any responses, reproduction of any documentation or participation in  any inquiries, investigations or audits from any Person solely or primarily in connection with the  Bonds, including without limitation, the Internal Revenue Service, the Securities Exchange  Commission or other governmental agency.  Section 4.03. Deposit of Moneys in Bond Fund; Moneys for Purchase and  Redemption. The Company may at any time deposit moneys in the Bond Fund, without premium  or penalty, to be held by the Trustee for application to Installment Payments not yet due and  payable, and the Issuer agrees that the Trustee shall accept such deposits when tendered by the  Company. Such deposits shall be credited against the Installment Payments, or any portion thereof,  in the order of their due dates. Such deposits shall not in any way alter or suspend the obligations  of the Company under this Agreement during the term hereof as provided in Section 10.01.  In addition, the Company may deliver moneys to the Trustee for use for optional redemption  of Bonds pursuant to Sections 6,01 and 6.02 and shall deliver moneys to the Trustee for mandatory  redemption of Bonds as required by Section 4.02(b)(ii) of the Indenture.  Section 4.04. Obligations Unconditional. The obligations of the Company to make  payments required by Sections 4.01, 4.02 and 4.03 and to perform its other agreements contained  herein shall be absolute and unconditional, and the Company shall make such payments without  abatement, diminution or deduction regardless of any cause or circumstance whatsoever, including,  





 






12    without limitation, any defense (other than payment), setoff, recoupment or counterclaim which the  Company may have or assert against the Issuer, the Trustee or any other Person.  Section 4.05. Assignment by Company. Rights granted to the Company under this  Agreement may be assigned in whole or in part by the Company without the necessity of obtaining  the consent of the Issuer or the Trustee, subject, however, to each of the following conditions:  (a) unless waived by the Issuer or the Trustee, the Company shall notify the  Issuer and the Trustee in writing of the identity of any assignee at least 30 days prior to the  effective date of such assignment;  (b) no assignment shall relieve the Company from primary liability hereunder  for its obligations hereunder, and the Company shall continue to remain primarily liable for  the payment of the Installment Payments and Additional Payments and for performance and  observance of the agreements on its part herein provided to be performed and observed by  it;  (c) any assignment from the Company must retain for the Company such rights  and interests as will permit it to perform its obligations under this Agreement;  (d) the Company shall, within 30 days after the execution thereof, furnish or  cause to be furnished to the Issuer and the Trustee a true and complete copy of each such  assignment; and  (e) any assignment from the Company shall not materially impair fulfillment of  the purposes to be accomplished by operation of the Project Facilities as a project, the  refinancing of which is permitted under the Act.  Section 4.06. Assignment by Issuer. The Issuer will assign its rights under and interest to  this Agreement (except for the Unassigned Issuer Rights) to the Trustee pursuant to the Indenture  as security for the payment of the Bonds. Otherwise, the Issuer will not sell, assign or otherwise  dispose of its rights under or interest in this Agreement nor create or permit to exist any lien,  encumbrance or security interest thereon.  ARTICLE V    ADDITIONAL AGREEMENTS AND COVENANTS  Section 5.01. Lease, Sale or Grant of Use by Company. Subject to the provisions of  Section 5.03, the Company may lease, sell or grant the right to occupy and use the Project Facilities,  in whole or in part, to others, provided that:  (a) no such grant, sale or lease shall relieve the Company from its obligations  under this Agreement;  (b) the Company shall retain such rights and interests as will permit it to comply  with its obligations under this Agreement;   





 






13    (c) no such grant, sale or lease shall impair the purposes of the Act; and  (d) the Company shall receive an Opinion of Nationally Recognized Bond  Counsel that such grant, sale or lease does not have an adverse effect upon the tax-exempt  status of the Bonds.   Section 5.02. Indemnification of Issuer and Trustee. The Company agrees that the  Issuer, the State and their respective members, officers, employees and agents, and the Trustee and  the Tender Agent and each of its officers, employees and agents, shall not be liable for, and the  Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, the  State and their respective members, officers, employees and agents, and the Trustee and its officers,  employees and agents, harmless from and against (a) any and all costs, damages or liabilities which  may arise out of the issuance of the Bonds, the refinancing of the Project Facilities or any breach  or default on the part of the Company to be performed pursuant to the terms of this Agreement and  (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of  any such claims or actions or proceedings brought thereon; except in any case with respect to (1)  the Issuer, the State and their respective members, officers, employees and agents as a result of the  gross negligence or willful misconduct of the Issuer, the State and such respective members,  officers, employees and agents and (2) the Trustee and its officers, employees and agents as a result  of the negligence or willful misconduct of the Trustee or such officers, employees or agents. The  Company may, at its cost and in its name or in the name of the Issuer or the Trustee, as the case  may be, prosecute or take any other action involving third persons which the Company deems  necessary in order to ensure or protect the Company’s rights under this Agreement; in such event,  the Issuer or the Trustee, as the case may be, will reasonably cooperate with the Company, but at  the sole expense of the Company.  The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them  harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket  expenses (including reasonable and documented fees and expenses of counsel necessary in  defending against the same) incurred without gross negligence or willful misconduct on the part of  the Issuer or incurred without negligence or willful misconduct on the part of the Trustee, as  applicable, on account of any action taken or omitted to be taken by the Issuer or the Trustee, as  applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action  taken at the request of or with the consent of the Company, including the costs and expenses of the  Issuer and the Trustee, as applicable, in defending itself against any such claim, action or  proceeding brought in connection with the exercise or performance of any of its powers or duties  under this Agreement, the Bonds or the Indenture.  In case any actions or proceeding is brought against the Issuer or the Trustee in respect of  which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any  event within 15 days of receipt of service) give notice of that action or proceeding to the Company  enclosing copies of all papers served, and the Company upon receipt of that notice shall have the  obligation and the right to assume the defense of the action or proceeding; provided, that failure of  a party to give that notice shall not relieve the Company from any of its obligations under this  Section unless that failure materially prejudices the defense of the action or proceeding by the  Company. An indemnified party may employ separate counsel and participate in the defense  thereof, and the Company shall pay the reasonable fees and expenses of such separate counsel;  





 






14    provided, however, that an indemnified party may only employ separate counsel at the expense of  the Company if in the reasonable, good faith judgment of such indemnified party (i) a conflict of  interest exists by reason of common representation or (ii) there are legal defenses available to such  indemnified party that are different from or are in addition to those available to the Company or  another indemnified party or if all parties commonly represented do not agree as to the action (or  inaction) of counsel. Such indemnified party agrees to give the Company prior written notice of  any determination that such a conflict exists and that it intends to retain separate counsel. The  Company shall not be liable for any settlement of any such action or proceeding effected without  its written consent (which shall not be unreasonably withheld or delayed), but if settled with the  consent of the Company, or if there be a final judgment for the plaintiff in any such action, the  Company agrees to indemnify and hold harmless any such indemnified party from and against any  loss or liability by reason of such settlement or judgment.  Notwithstanding anything contained herein to the contrary, the Company shall not be  obligated to indemnify or hold harmless the Issuer, the State or their respective members, officers,  employees and agents for their gross negligence or willful misconduct (as finally determined by a  court of competent jurisdiction) or the Trustee or its officers, employees and agents for their  negligence or willful misconduct.  The foregoing indemnification is intended to and shall include the indemnification of all  affected officials, directors, trustees, officers, employees and agents of the Issuer and the Trustee,  respectively. That indemnification is intended to and shall be enforceable by the Issuer and the  Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall  survive beyond the termination or discharge of the Indenture or payment of the Bonds.  Section 5.03. Company Not to Adversely Affect Exclusion from Gross Income of  Interest on Bonds. The Company hereby represents that it has taken and caused to be taken, and  covenants that it will take and cause to be taken, all actions that may be required of it, alone or in  conjunction with the Issuer, for the interest on the Bonds to be and to remain excludable from gross  income for federal income tax purposes, and represents that it has not taken or permitted to be taken  on its behalf, and covenants that it will not take or permit to be taken on its behalf, any action that  would adversely affect such excludability under the provisions of the 1954 Code or the Code, as  applicable.  The Company also covenants that it will restrict the investment and reinvestment and the  use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary so  that the Bonds will not constitute arbitrage bonds under Section 148 of the Code.  The Company hereby covenants that on or before the 90th day following the date any of the  Project Facilities are no longer being operated as qualifying exempt facilities under the Code  (unless such facilities have simply ceased to be operated), or such later date as provided in the  Indenture, the Company shall cause a related amount of Bonds to be redeemed pursuant to the  Extraordinary Mandatory Redemption provision of the Bonds as provided in Section 4.02(b)(ii) of  the Indenture.  Section 5.04. Company to Maintain its Existence; Mergers or Consolidations. The  Company covenants that it will not merge or consolidate with any other legal entity or sell or  





 






15    convey all or substantially all of its assets to any other legal entity, except that the Company may  merge or consolidate with, or sell or convey all or substantially all of its assets to any other legal  entity, provided that (a) the Company shall be the continuing legal entity or the successor legal  entity (if other than the Company) shall be a legal entity organized and existing under the laws of  the United States of America or a state thereof, qualified to do business in the State, and such legal  entity shall expressly assume the due and punctual payment of the Installment Payments and the  Additional Payments hereunder in order to ensure timely and proper payment of the principal of  and interest on all the Bonds, according to their tenor, and the due and punctual performance and  observance of all the covenants and conditions of this Agreement to be performed by the Company  (an “Assumption Agreement”) and (b) the Company or such successor legal entity, as the case may  be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in  default in the performance of any such covenant or condition and no event which with the lapse of  time, the giving of notice or both would constitute an Event of Default under Section 7.01 shall  have occurred and be continuing.  The Company shall, within 30 days after the execution of an Assumption Agreement,  furnish to the Issuer and the Trustee an executed copy of such Assumption Agreement and  appropriate documentation demonstrating that the successor legal entity (if other than the  Company) is organized and existing under the laws of the United States of America or a state  thereof and is qualified to do business in the State.  In the case of any such consolidation, merger, sale or conveyance and upon the assumption  by the successor legal entity of the obligations under this Agreement and on the Bonds in  accordance with the foregoing, such successor legal entity shall succeed to and be substituted for  the Company, with the same effect as if it had been named herein as a party hereto, and the  Company shall thereupon be relieved of any further obligations or liabilities hereunder and upon  the Bonds and the Company as the predecessor legal entity may thereupon or at any time thereafter  be dissolved, wound-up or liquidated.  Section 5.05. Reports and Audits. The Company shall as soon as practicable but in no  event later than six months after the end of each of its fiscal years, file with the Trustee and the  Issuer, audited financial statements of the Company prepared as of the end of such fiscal year;  provided that the Company may satisfy this requirement by its filing of such information with the  Securities and Exchange Commission (www.sec.gov) and the Municipal Securities Rulemaking  Board (www.emma.msrb.org) in accordance with their respective filing requirements, and the  Trustee's receipt of such shall not constitute actual or constructive notice or knowledge of any  information contained therein or determinable from information contained therein, including the  Company's compliance with any of its covenants hereunder.  The Trustee shall have no duty to  review such financial statements, shall be deemed to have actual or constructive notice or  knowledge of any information contained therein or determinable from information contained  therein, including the Company’s compliance with any of its covenants hereunder or whether any  default or Event of Default may have occurred, and the Trustee shall not have any duty to verify  the accuracy of such financial statements or any portion thereof.  Section 5.06. Insurance. The Company shall maintain, or cause to be maintained,  insurance covering the Project Facilities against such risks and in such amounts as is customarily  





 






16    carried by similar industries as the Company, and which insurance may be, in whole or in part, self- insurance.  Section 5.07. Company to Furnish Notices and Opinions Relating to Changes in  Interest Rate Periods.  The Company is hereby granted the option to designate from time to time  changes in Interest Rate Periods in the manner and to the extent set forth in Section 2.03 of Exhibit  B of the Indenture.  In the event the Company elects to exercise any such option, the Company  agrees that it shall cause notices of proposed changes in Interest Rate Periods to be given in  accordance with the provisions of Section 2.03 of Exhibit B of the Indenture and to deliver any  Opinions of Nationally Recognized Bond Counsel required under the Indenture in connection  therewith.  ARTICLE VI    OPTIONS; PREPAYMENT OF INSTALLMENT PAYMENTS  Section 6.01. Options to Terminate Agreement. The Company shall have, and is hereby  granted, an option to prepay the Installment Payments and terminate this Agreement, upon  satisfaction of the following conditions at any time prior to full payment of the Bonds (or provision  for payment thereof having been made in accordance with the provisions of the Indenture): (a) in  accordance with Article IX of the Indenture, by paying to the Trustee an amount which, when added  to the amount on deposit in the funds established under the Indenture and available therefor, will  be sufficient to pay, retire and, pursuant to the Indenture, redeem all the outstanding Bonds in  accordance with the provisions of the Indenture (including, without limiting the generality of the  foregoing, principal of and interest to maturity or the earliest applicable redemption date, as the  case may be, and expenses of redemption and the Trustee’s fees and expenses due hereunder or  under the Indenture), and, in case of redemption, making arrangements satisfactory to the Trustee  for the giving of the required notice of redemption, (b) by giving the Issuer notice in writing of  such termination and (c) by making full payment of Additional Payments due under Section 4.02;  thereafter such termination shall forthwith become effective.  Any prepayment pursuant to this Section shall either comply with the provisions of Article  IX of the Indenture or result in redemption of the Bonds within 90 days of the date of prepayment.  Nothing contained in this Section shall prevent the payment of part of any of the Bonds pursuant  to Article IV or Section 9.02 of the Indenture.  Section 6.02. Option to Prepay Installment Payments upon Extraordinary Optional  Redemption under Indenture. The Company has the option to prepay the Loan, in whole or in  part, and thereby cause the redemption of the Bonds on the terms and conditions set forth in Section  4.02(a) of the Indenture.  The Company shall also have the option, upon the occurrence of certain  extraordinary circumstances described therein, to prepay the Loan in whole or in part upon the  terms and conditions set forth in Section 4.02(b)(i) of the Indenture.  Section 6.03. Mandatory Prepayment of Installment Payments. The Company shall  have and hereby accepts the obligation to prepay Installment Payments with respect to the Bonds  to the extent Extraordinary Mandatory Redemption of the Bonds is required pursuant to Section  4.02(b)(ii) of the Indenture.  





 






17    Section 6.04. Actions by Issuer. At the request of the Company or the Trustee, the Issuer  shall take all steps required of it under the applicable provisions of the Indenture or the Bonds to  effect the redemption of all or a portion of the Bonds pursuant to this Article VI; provided that, in  such event, the Company shall reimburse the Issuer for its reasonable expenses, including  attorneys’ fees, incurred in complying with such request.  Section 6.05. Release of Indenture in Event of Prepayment of Installment Payments.   Upon the payment of all amounts due hereunder and under the Indenture pursuant to any option or  obligation to prepay the Installment Payments in full as provided in this Agreement, the Issuer  shall, upon receipt of the prepayment by the Trustee, deliver to the Company, if necessary, a release  from the Trustee of the lien of the Indenture.  ARTICLE VII    EVENTS OF DEFAULT AND REMEDIES   Section 7.01. Events of Default. Each of the following shall be an Event of Default:  (a) The Company shall fail to pay the amounts required to be paid under Section  4.01 or 4.02 on the date specified therein.  (b) Failure by the Company to observe and perform any covenant, condition or  agreement on its part to be observed or performed under this Agreement, other than as  referred to in Section 7.01(a), (other than certain representations, warranties and covenants  regarding various matters relating to the tax status of the interest on the applicable series of  Bonds) for a period of 60 days after written notice specifying such failure and requesting  that it be remedied shall have been given to the Company by the Issuer or the Trustee, unless  the Issuer and the Trustee (acting at the written direction of the holders of a majority in  aggregate principal amount of the Outstanding Bonds) shall agree in writing to an extension  of such time prior to its expiration; provided, however, if the failure stated in the notice  cannot be corrected within the applicable period, it shall not constitute an Event of Default  if corrective action is instituted by the Company within the applicable period and is being  diligently pursued until the default is corrected.  (c) The dissolution or liquidation of the Company or the voluntary initiation by  the Company of any proceeding under any federal or state law relating to bankruptcy,  insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor  relief, or the initiation against the Company of any such proceeding which shall remain  undismissed for 60 days, or failure by the Company to promptly have discharged any  execution, garnishment or attachment of such consequence as would materially impair the  ability of the Company to carry on its operations, or assignment by the Company for the  benefit of creditors, or the entry by the Company into an agreement of composition with  creditors or the failure generally by the Company to pay its debts as they become due.  (d) The occurrence of an Event of Default as defined in the Indenture.  Any declaration of default under subparagraph (c) and the exercise of remedies upon any  such declaration will be subject to any applicable limitations of federal bankruptcy law affecting or  





 






18    precluding that declaration or exercise during the pendency of or immediately following any  bankruptcy, liquidation or reorganization proceedings.  Section 7.02. Remedies on Default. Whenever an Event of Default shall have happened  and be existing, any one or more of the following remedial steps may be taken:  (a) if acceleration of the principal amount of a series of Bonds has been declared  pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all  Installment Payments to be immediately due and payable, whereupon the same shall  become immediately due and payable; or  (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing  at law or in equity to collect all amounts then due and thereafter to become due under this  Agreement or to enforce the performance and observance of any other obligation or  agreement of the Company under those instruments.  Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its  reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless  and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any  amounts collected pursuant to action taken under this Section (except for amounts payable directly  to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond  Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds  have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as  provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund.  The provisions of this Section are subject to the further limitation that the rescission by the  Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute  an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and  a waiver and rescission of the consequences of that declaration and of the Event of Default with  respect to which that declaration has been made, provided that no such waiver or rescission shall  extend to or affect any subsequent or other default or impair any right consequent thereon.  Section 7.03. No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer  or the Trustee by this Agreement is intended to be exclusive of any other available remedy or  remedies, but each and every remedy shall be cumulative and shall be in addition to every other  remedy given under this Agreement, now or hereafter existing at law, in equity or by statute. No  delay or omission to exercise any right or power accruing upon any default shall impair that right  or power or shall be construed to be a waiver thereof, but any such right and power may be exercised  from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the  Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any  notice, other than any notice required by law or for which express provision is made herein.  Section 7.04. Agreement to Pay Fees and Expenses. If an Event of Default should occur  and the Issuer or the Trustee should incur expenses, including attorneys’ fees, in connection with  the enforcement of this Agreement or the collection of sums due hereunder, the Company shall  reimburse the Issuer and the Trustee, as applicable, for their reasonable and documented out-of-  pocket expenses so incurred upon demand.  





 






19    Section 7.05. No Waiver. No failure by the Issuer or the Trustee to insist upon the  performance by the Company of any provision hereof shall constitute a waiver of their right to  performance and no express waiver shall be deemed to apply to any other existing or subsequent  right to remedy the failure by the Company to observe or comply with any provision hereof.  Section 7.06. Notice of Default. The Company shall notify a Responsible Officer of the  Trustee immediately and in writing if it becomes aware of the occurrence of any Event of Default  hereunder or of any fact, condition or event which, with the giving of notice or passage of time or  both, would become an Event of Default.    ARTICLE VIII    DISCLOSURES  Section 8.01. [Reserved].     ARTICLE IX    MISCELLANEOUS  Section 9.01. Term of Agreement. This Agreement shall be and remain in full force and  effect from the date of issuance of the Bonds until such time as all of the Bonds shall have been  fully paid (or provision made for such payment) pursuant to the Indenture and all other sums  payable by the Company under this Agreement shall have been paid, except for obligations of the  Company under Sections 3.05, 4.02, 5.02 and 7,04, which shall survive any termination of this  Agreement.  Notwithstanding any termination of this Agreement, any payment of any or all of the Bonds  or any discharge of the Indenture, if Bonds are redeemed pursuant to the Extraordinary Mandatory  Redemption provisions of Section 4.02(b)(ii) of the Indenture, the Company shall pay all additional  amounts required to be paid under Article IV of the Indenture at the time provided therein.  Section 9.02. Amounts Remaining in Funds. Any amounts in the Bond Fund remaining  unclaimed by the Holders of Bonds (whether at stated maturity, by redemption or pursuant to any  mandatory sinking fund requirements or otherwise), shall be deemed to belong, and shall be paid,  to the proper party pursuant to applicable escheat laws. Further, any other amounts remaining in  the Bond Fund, the Project Fund and any other special fund or account created under this  Agreement or the Indenture after all of the outstanding Bonds shall be deemed to have been paid  and discharged under the provisions of the Indenture and all other amounts required to be paid  under this Agreement and the Indenture have been paid, shall be paid to the Company to the extent  that those moneys are in excess of the amounts necessary to effect the payment and discharge of  the outstanding Bonds. Notwithstanding any other provision of this Agreement or the Indenture,  under no circumstances shall proceeds of a draw on a Letter of Credit, any Alternate Credit Facility  or remarketing proceeds be paid to the Issuer or the Company.  





 






20    Section 9.03. Notices. All notices, certificates, requests or other communications  hereunder shall be in writing and shall be deemed to be sufficiently given at the applicable Notice  Address as provided in Section 13.03 of the Indenture.  Section 9.04. Extent of Covenants of Issuer; No Personal Liability. All covenants,  obligations and agreements of the Issuer contained in this Agreement or the Indenture shall be  effective to the extent authorized and permitted by applicable law. No such covenant, obligation or  agreement shall be deemed to be a covenant, obligation or agreement of any present or future  member, trustee, officer, agent or employee of the Issuer in other than his or her official capacity,  and no official executing the Bonds shall be liable personally on the Bonds or be subject to any  personal liability or accountability by reason of the issuance thereof or by reason of the covenants,  obligations or agreements of the Issuer contained in this Agreement or in the Indenture.  Section 9.05. Binding Effect. This Agreement shall inure to the benefit of and shall be  binding in accordance with its terms upon the Issuer, the Company and their respective permitted  successors and assigns.  Section 9.06. Amendments and Supplements. Except as otherwise expressly provided in  this Agreement or the Indenture, subsequent to the issuance of the Bonds and prior to all conditions  provided for in the Indenture for release of the Indenture having been met, this Agreement may not  be effectively amended, changed, modified, altered or terminated except in accordance with the  provisions of Article XI of the Indenture, as applicable.  Section 9.07. Execution Counterparts. This Agreement may be executed in any number  of counterparts, each of which shall be regarded as an original and all of which shall constitute but  one and the same instrument.  Section 9.08. Severability. If any provision of this Agreement, or any covenant,  obligation or agreement contained herein is determined by a court to be invalid or unenforceable,  that determination shall not affect any other provision, covenant, obligation or agreement, each of  which shall be construed and enforced as if the invalid or unenforceable portion were not contained  herein. That invalidity or unenforceability shall not affect any valid and enforceable application  thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective,  operative, made, entered into or taken in the manner and to the full extent permitted by law.  Section 9.09. Governing Law. This Agreement shall be deemed to be a contract made  under the laws of the State and for all purposes shall be governed by and construed in accordance  with the laws of the State.  Section 9.10. Further Assurances and Corrective Instruments. The Issuer and the  Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to be  executed, acknowledged and delivered, such supplements hereto and such further instruments as  may reasonably be required for the further assurance, correction or performance of the expressed  intention of this Agreement.  Section 9.11. Issuer and Company Representatives. Whenever under the provisions of  this Agreement the approval of the Issuer or the Company is required or the Issuer or the Company  is required to take some action at the request of the other, such approval or such request shall be  





 






21    given for the Issuer by a Designated Officer and for the Company by an Authorized Company  Representative. The Trustee shall be authorized to act on any such approval or request.  Section 9.12. Immunity of Incorporators, Stockholders, Officers and Directors. No  recourse under or upon any obligation, covenant or agreement contained in this Agreement or in  any agreement supplemental hereto, or in the Bonds, or because of any indebtedness evidenced  thereby, shall be had against any incorporator, or against any stockholder, member, officer or  director, as such, past, present or future, of the Company or of any predecessor or, subject to Section  5.04, successor legal entity, either directly or through the Company or any predecessor or successor  legal entity, under any rule of law, statute or constitutional provision or by the enforcement of any  assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly  waived and released by the acceptance of the Bonds by the Holders thereof and as part of the  consideration for the issuance of the Bonds.  Section 9.13. Section Headings. The table of contents and headings of the various articles  and sections of this Agreement are for convenience of reference only and shall not modify, define  or limit any of the terms or provisions hereof. References to article and section numbers are  references to sections in this Agreement unless otherwise indicated.  Section 9.14. Concerning the Trustee. The rights, privileges, protections, indemnities  and immunities of the Trustee under the Indenture are hereby incorporated herein as if set forth  herein in full and shall be extended to, and shall be enforceable by, the Trustee hereunder.  Section 9.15.  Limitation of Liability of the Issuer.  (a)  Notwithstanding any provision  of the Indenture, this Agreement or the Bonds to the contrary:   (i) The Bonds are special, limited obligations of the Authority, payable solely  from and secured by the revenues pledged for the payment thereof pursuant to the Indenture  and this Agreement.  The Bonds are not and never shall become general obligations of the  Authority.  (ii) Neither the Authority, the State, nor any of its political subdivisions shall be  directly, indirectly, contingently or morally obligated to use any other moneys or assets to  pay all or any portion of the debt service due on the Bonds, to levy or to pledge any form  of taxation whatever therefor or to make any appropriation for their payment.    (iii) The State shall not in any event be liable for the performance of any pledge,  obligation or agreement of any kind whatsoever that may be undertaken or made by the  Authority or the Obligor.  The Authority shall not in any event be liable for the performance  of any pledge, obligation or agreement of any kind whatsoever undertaken or made by the  Obligor.  (iv) The Bonds are not a pledge of the faith and credit of the Authority, the State  or any of its political subdivisions nor do they constitute indebtedness within the meaning  of any constitutional or statutory debt limitation.  Neither the Bonds, this Agreement, nor  any of the agreements or obligations of the Authority or the Obligor shall be construed to  (i) constitute an indebtedness or obligation, general, moral or otherwise, of the State or the  Authority within the meaning of any constitutional or statutory provisions or (ii) give rise  





 






22    to any pecuniary liability on, or be a charge against, the general credit or taxing powers of  the State or the Authority.  (v) The Authority shall not be liable for payment of the principal of, premium,  if any, or interest on the Bonds or any other costs, expenses, losses, damages, claims or  actions of any conceivable kind on any conceivable theory, under or by reason of or in  connection with the Indenture, the Bonds or any other documents, except only to the extent  amounts are received for bond payments or loan payments from the Obligor under the  Indenture or this Agreement.  (vi) It is hereby understood and agreed that all of the representations and  warranties of the Authority contained in the Bond Indenture and this Agreement are subject  to the limitations set forth in this Section 9.15 and are not intended to and do not create a  general obligation of the Authority.  (b) Notwithstanding any provision of the Indenture, this Agreement or the Bonds to the  contrary, the Authority shall be entitled to refrain from taking any action otherwise required of it  under the Indenture, the Tax Regulatory Agreement or this Agreement unless and until the  Company shall have caused adequate provision for the payment of any and all reasonable costs and  expenses, outlays, and counsel fees and other disbursements, and against all liability, to provide for  the account of the Authority in advance of taking such action. Notwithstanding any provision of  the Indenture, this Agreement or the Bonds to the contrary, the Authority may consult with  independent counsel, chosen by it with reasonable care, and shall not be liable for action taken or  not taken in good faith in reliance upon the written advice or opinion of such counsel.  (c) Notwithstanding any provision of the Indenture, this Agreement or the Bonds to the  contrary:   (i) No person executing the Indenture, the Bonds, this Agreement, any  certificate, or any other agreement or instrument of Authority (each an “Authority  Delivery”), is liable personally on or with respect to such Authority Delivery or otherwise  subject to any personal liability or accountability by reason thereof.    (ii) No recourse shall be had for the payment of the principal of, premium, if  any, or the interest on the Bonds or for any claim based thereon or any certification,  obligation, covenant or agreement in any Authority Delivery against any past, present or  future member, officer, agent, attorney, employee, director, trustee or other official of the  Authority or any incorporator, member, officer, agent, attorney, employee, director, trustee,  other official or independent contractor of any successor corporation of the Authority or  any person executing the Bonds or any other Authority Delivery.   (iii) No covenant, stipulation, promise, certification, agreement or obligation  contained in the Bonds, the Bond Indenture, this Agreement or any other Authority Delivery  executed in connection therewith shall be deemed to be the covenant, stipulation, promise,  agreement or obligation of any present or future member, director, trustee, officer, agent,  attorney, employee or other official of the Authority in his or her individual capacity, and  neither any official of the Authority, nor any officers executing the Bonds, shall be liable  personally on the Bonds or be subject to any personal liability or accountability by reason  





 






23    of the issuance of the Bonds unless such claim is based upon the willful dishonesty of or  intentionally violation of law by such person.  (d) By their purchase of each Bond, each Bondholder shall be deemed to have  acknowledged and agreed to the provisions of this Section 9.15 and that the Authority has no taxing  power.  Section 9.16. Disclosures.  (a)  Pursuant to Securities and Exchange Commission (the  "SEC") Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, the  Company hereby covenants and agrees to comply, or to cause compliance with, when and if  applicable, the continuing disclosure requirements promulgated thereunder, as such rule may from  time to time hereafter be amended or supplemented.  Notwithstanding any other provision of this  Agreement, failure of the Company to comply, or to cause compliance with, the requirements of  SEC Rule 15c2-12, as it may from time to time hereafter be amended or supplemented, shall not  be considered a default hereunder; however, the Trustee, at the written request of [the Remarketing  Agent or] any Holder of Outstanding Bonds, shall, but only to the extent indemnified to its  satisfaction from and against any cost, liability or expense related thereto, including, without  limitation, fees and expenses of its attorneys and advisors and additional fees and expenses of the  Trustee or any Bondholder or beneficial owner of the Bonds, take such actions as may be necessary  and appropriate, including seeking mandamus or specific performance by court order, to cause the  Company to comply with its obligations pursuant to this Section 9.16.  (b) The Company acknowledges, represents and warrants to the Issuer and other parties  in interest that the official statement or any other offering document used in connection with the  issuance of the Bonds (i) were prepared solely by the Company without any representation or  guidance by or from the Issuer as to any matters of law or fact (other than under the captions "THE  ISSUER" and “NO LITIGATION” (as it relates to the Issuer) (the “Issuer Portion”), whether  expressed therein or otherwise applicable thereto (or omitted therefrom), (ii) solely reflect and sets  forth the Company's understandings, judgments and determinations as to all relevant matters of law  or fact, whether expressed therein or otherwise applicable thereto (or omitted therefrom), and (iii)  solely reflect and sets forth the Company's expectations as to any such matters as may be set forth  therein.  The Company acknowledges, represents and warrants to the Issuer and other parties in  interest that any continuing disclosure document hereafter used in connection with the Bonds (i)  will be prepared solely by the Company without any representation or guidance by or from the  Issuer as to any matters of law or fact (except for facts pertaining to the Issuer's approval of the  Bonds and authorization thereof), whether expressed therein or otherwise applicable thereto (or  omitted therefrom), (ii) will solely reflect and sets forth the Company's understandings, judgments  and determinations as to all relevant matters of law or fact, whether expressed therein or otherwise  applicable thereto (or omitted therefrom), and (iii) will solely reflect and sets forth the Company's  expectations as to any such matters as may be set forth therein.  (c) The Company acknowledges and agrees that the Issuer has no initial or continuing  disclosure related obligation in connection with the Bonds, provided that the information set forth  in the Issuer Portion in the official statement used in connection with the original issuance of the  Bonds has been obtained from Issuer.  





 






24    Section 9.17.  Purchase of Bonds. For so long as a Letter of Credit or Alternate Credit  Facility is in effect, the Company agrees that it shall not use its own funds to purchase Bonds from  any Person and that it shall cause any affiliate and any shareholder, member or other owner of the  Company not to use its own funds to purchase Bonds from any Person; provided, however, that the  foregoing shall not apply to a purchase of Bonds from the Remarketing Agent if the Remarketing  Agent has used its own funds to purchase the Bonds.  [Remainder of page intentionally left blank]            





 






    IN WITNESS WHEREOF, the Issuer and the Company have caused this Agreement to be  duly executed in their respective names, all as of the date hereinbefore written.   INDIANA FINANCE AUTHORITY      By: /s/ Cristopher R. Johnston   Cristopher R. Johnston, Chair        [SEAL]      Attest:      By: /s/ Dan Huge   Dan Huge, Public Finance Director of the  State of Indiana          UNITED STATES STEEL CORPORATION      By:__/s/ Arne Jahn         Arne Jahn        Vice President – Treasurer & Chief Risk        Officer                              [Signature Page to Loan Agreement]  [Indiana Finance Authority Environmental Improvement Revenue Bonds, Series 2020A (United  States Steel Corporation Project)][Indiana Finance Authority Environmental Improvement  Revenue Refunding Bonds, Series 2020B (United States Steel Project)]  





 






  A-1    EXHIBIT A  PROJECT FACILITIES  The Series 2020A Bonds are being issued to finance all or a portion of Solid waste disposal  facilities, including but not limited to a landfill, dust catcher and integral components of these  facilities, located at the United States Steel Corporation Gary Works, One North Broadway, Gary,  Indiana.  The remaining outstanding principal amount of the Indiana Finance Authority  Environmental Improvement Revenue Refunding Bonds, Series 2010 (United States Steel  Corporation Project) to be refunded with the proceeds of the sale of the Series 2020B Bonds,  refunded the following two series of bonds (the “Prior Bonds”) issued by the Indiana Development  Finance Authority (predecessor to Indiana Finance Authority (the “Issuer”)) for which United  States Steel Corporation was the obligor at the time of issuance of the Refunded Bonds:  (1) Environmental Improvement Revenue Bonds (USX Corporation Projects)  Refunding Series of 1996 (the “1996 Bonds”); and  (2) Environmental Improvement Revenue Bonds (USX Corporation Project)  Refunding Series of 1998 (the “1998 Bonds”).  Each series of the Prior Bonds, in turn, refunded other series of bonds issued by the Issuer  (which may have refunded other series of the Issuer’s bonds).           





 






  A-2    Project Facilities refinanced with proceeds of 1996 Bonds and 1998 Bonds were located at  the United States Steel Corporation Gary Works, One North Broadway, Gary, Indiana and  include the following:    No. 1 BOP Shop Air Pollution Control Facilities     Blast Furnace Division Water - Recycle System     No. 1 Coke Battery Air Quality Control Facilities     No. 3 - Sinter Plant Air Quality Control Facilities     Blast Furnace Division Blowdown Treatment System    Nos. 5 and 7 Coke Battery Air Quality Control Facilities     Nos. 13 and 15 Coke Battery Air Quality Control Facilities     No. 16 Coke Battery Air Quality Control Facilities     No. 3 Sinter Plant Air Quality Control Facilities     Coke Plant Boilerhouse Water Quality Control Facilities     Hot Strip Mill Water Quality Control Facilities     USS Tubing Specialties Process Water Recycle System  





 






  B-1      EXHIBIT B  FORM OF DISBURSEMENT REQUEST  Statement No. ____ Requesting Disbursement of Funds from Project Fund   pursuant to Section 3.02 of Loan Agreement between   Indiana Finance Authority and United States Steel Corporation    Pursuant to Section 3.02 of the Loan Agreement, dated as of November 1, 2020 (the  “Agreement”), between the Indiana Finance Authority (the “Issuer”) and United States Steel  Corporation (the “Company”), the undersigned Authorized Company Representative hereby  requests and authorizes The Bank of New York Mellon Trust Company, N.A., as trustee (the  “Trustee”) under the Trust Indenture, dated as of November 1, 2020 (the “Indenture”), by and  between the Issuer and the Trustee, to pay to the Company or to the person(s) listed on the  Disbursement Schedule, if any, attached hereto out of the moneys deposited in Series 2020A  Project Account of the Project Fund (as established pursuant to the Indenture) the  aggregate sum  of $__________, to reimburse the Company in full, or to pay such person(s) as indicated in any  Disbursement Schedule, for the advances, payments and expenditures made by it in connection  with the Project. Capitalized terms used but not defined herein shall have the meanings set forth  in the Agreement.  In connection with the foregoing request and authorization, the undersigned hereby  certifies that:  i. Each item for which disbursement is requested hereunder is properly payable out of the  Project Fund in accordance with the terms and conditions of the Agreement and none  of those items has formed the basis or any disbursement heretofore made from the  Project Fund;  ii. This statement and all exhibits hereto, including the Disbursement Schedule, shall be  conclusive evidence of the facts and statements set forth herein and shall constitute full  warrant, protection and authority to the Trustee for its actions taken pursuant hereto;  and  iii. This statement constitutes the approval of the Company of each disbursement hereby  requested and authorized.  This _________ day of ________________, 20__.        Authorized Company Representative         





 






  B-2    Disbursement Schedule      Payee Amount Purpose                          





 






  C-1    EXHIBIT C  FORM OF COMPLETION CERTIFICATE  Pursuant to Section 3.01 of the Loan Agreement, dated as of November 1, 2020 (the  “Agreement”), between Indiana Finance Authority (the “Issuer”) and United States Steel  Corporation (the “Company”), the undersigned hereby certifies to the Trustee (all capitalized terms  used and not otherwise defined herein having the meaning set forth in the Agreement) the  following:  a) the Project was substantially completed on or about ____________, 20__;    b) all other facilities necessary in connection with the Project have been acquired,  constructed, installed and equipped;    c) $______________ shall be retained in the Project Fund for the payment of costs of  the Project not yet due or for liabilities which the Company is contesting or which  otherwise should be retained, because _______________________  _______________________________ [explain the reasons such amounts are being  contested or should be retained]; and    d) other than the amounts referred to in (c) above, of the remaining balance in the  Project Fund:  $________________ is being used to acquire, construct, install or equip additional  personal property in connection with the Project Facilities; and/or  $________________ shall be paid into the Bond Fund to be applied to pay the  interest component of Bond Service Charges on the next Interest Payment  Date (for which the Company shall receive a credit against its obligations  to make Installment Payments equal to the amount of moneys so transferred  from the Project Fund).  Attached hereto is such evidence and the Opinion of Nationally Recognized Bond Counsel  as are required by the Indenture, if any.  This _________ day of ________________, 20__.        Authorized Company Representative      





 






      ASSIGNMENT  KNOW ALL PERSONS BY THESE PRESENTS that the INDIANA FINANCE  AUTHORITY, a body politic and corporate of the State of Indiana (the “Issuer”), for value  received, hereby does assign, transfer and pledge unto THE BANK OF NEW YORK MELLON  TRUST COMPANY, N.A., as trustee (the “Trustee”) under the Trust Indenture, dated as of  November 1, 2020 (the “Indenture”), between the Issuer and the Trustee, and to the Trustee’s  successors in the trust and its assigns, forever, all right, title and interest of the Issuer in the Loan  Agreement, dated as of November 1, 2020 (the “Agreement”), between the Issuer and UNITED  STATES STEEL CORPORATION (the “Company”), including, but not limited to, the Pledged  Receipts (as defined in the Indenture) (but not including the Unassigned Issuer’s Rights (as defined  in the Indenture)), all as provided in the Indenture and in the Agreement, and to have, hold and  apply such income, payments, receipts, revenues and moneys in accordance with the Indenture;  and the Issuer directs that such funds shall be paid by the Company directly to the Trustee,  according to the terms of the Indenture.  IN WITNESS WHEREOF, the INDIANA FINANCE AUTHORITY has caused this  Assignment to be duly executed in its name and on its behalf by its Chair, and its corporate seal to  be affixed hereunto and attested by the Public Finance Director of the State of Indiana, all as of  this 24th day of November, 2020.   INDIANA FINANCE AUTHORITY      By:     Cristopher R. Johnston, Chair  [SEAL]      Attest:         Dan Huge, Public Finance Director  of the State of Indiana            DMS RCS 16868473v11