Exhibit 10.2


 


Execution
Version


 


THIRD AMENDED AND RESTATED

BORROWER SECURITY AGREEMENT





 


dated as of


May 27, 2022


 


between


 


UNITED STATES STEEL CORPORATION


 


and


 


JPMORGAN CHASE BANK, N.A.


as Collateral Agent


 






    


     


    




 


TABLE OF CONTENTS


 


Page


 


	Section 1. Definitions	1
	Section 2. Grant of Transaction Liens	10
	Section 3. General Representations and Warranties	11
	Section 4. Further Assurances; General Covenants	12
	Section 5. Cash Collateral Account	15
	Section 6. Remedies upon Event of Default	17
	Section 7. Application of Proceeds	17
	Section 8. Fees And Expenses; Indemnification	20
	Section 9. Authority To Administer Collateral	21
	Section 10. Limitation on Duty in Respect of Collateral	22
	Section 11. General Provisions Concerning the Collateral Agent	22
	Section 12. Termination of Transaction Liens; Release of Collateral	25
	Section 13. Notices	26
	Section 14. No Implied Waivers; Remedies Not Exclusive	27
	Section 15. Successors and Assigns	28
	Section 16. Amendments and Waivers	28
	Section 17. Choice of Law	28
	Section 18. WAIVER OF JURY TRIAL	28
	Section 19. Severability	28
	Section 20. Additional Secured Obligations	29






 


EXHIBITS:


 


Exhibit A     Form of
Perfection Certificate


 


SCHEDULES:


 


Schedule I     Lockbox
Accounts and Collection Accounts 


Schedule II    Existing
Bi-Lateral Letters of Credit


 






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THIRD AMENDED AND RESTATED BORROWER SECURITY
AGREEMENT


 


THIRD AMENDED AND RESTATED BORROWER SECURITY AGREEMENT
dated as of May 27, 2022 (this “Agreement”) between United States Steel Corporation, a Delaware corporation (together
with its successors, the “Borrower”) and JPMorgan Chase Bank, N.A., as Collateral Agent.


 


WHEREAS, (i) the Borrower and certain other
parties thereto are parties to a Fifth Amended and Restated Credit Agreement dated as of October 25, 2019 (as amended, amended and
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”) and (ii) the
Borrower and the Collateral Agent and certain other parties thereto are entering into the Credit Agreement (hereinafter defined), that
amends and restates the Existing Credit Agreement, and pursuant to which the Borrower intends to borrow funds and obtain letters of credit
for the purposes set forth therein;


 


WHEREAS, the Borrower and the Collateral Agent
are parties to the Second Amended and Restated Borrower Security Agreement dated as of October 25, 2019 (as amended, amended and
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”);


 


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


 


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


 


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


 


Section 1.
Definitions.


 


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


 


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


 


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



 






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


 


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


 


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


 


“Article 9” means Article 9
of the UCC.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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





 


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


 


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


 


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


 


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


 


“Credit Agreement” means the
Sixth Amended and Restated Credit Agreement dated as of May 27, 2022 among the Borrower, the Subsidiary Guarantors from time to time
party thereto, the Lenders from time to time party thereto, the LC Issuing Banks from time to time party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent and Collateral Agent.


 


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


 


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


 






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“Earn Out Condition” means the
following condition for terminating a Sweep Period: Facility Availability shall have been greater than the greater of (x) the amount
that is 10% of the Maximum Facility Availability and (y) $140,000,000 for 60 consecutive days.


 


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


 


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


 


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


 


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


 


“Lien Grantor” means the Borrower.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Sweep Period” means (i) the
period that begins on the first date on which Facility Availability is less than or equal to the greater of (x) the amount that is
10% of the Maximum Facility Availability and (y) $140,000,000, and ends on the first date when all Release Conditions are satisfied,
or, solely with respect to the initial Sweep Period, any earlier date on which the Earn Out Condition shall have been satisfied; and (ii) each
period that begins upon the occurrence of (x) an Event of Default described in Section 7(a), Section 7(i), Section 7(j) or
Section 7(k) of the Credit Agreement, or (y) an Event of Default caused by the Borrower’s failure to perform the
covenant contained in Section 6.03 of the Credit Agreement, and ends when no Event of Default is continuing; provided that, except
in the case of a Sweep Period that begins upon the occurrence of any Event of Default described in Section 7(a), Section 7(i),
Section 7(j) or Section 7(k) of the Credit Agreement with respect to the Borrower (which Sweep Period shall commence
automatically upon the occurrence of such Event of Default), no Sweep Period shall be deemed to have commenced unless and until the Collateral
Agent shall have so determined and shall have so notified the Borrower.


 


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


 


“Transferred Receivables” means
any Receivables that have been sold, contributed or otherwise transferred to an Eligible Transferee, or on which an Eligible Transferee
has been granted a Lien or other security interest (whether then existing or thereafter arising), in each case in connection with a Permitted
Supply Chain Financing that is permitted under the Credit Agreement.


 


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


 






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





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 2.
Grant of Transaction Liens.


 


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


 


(i)            all
Inventory;


 


(ii)           all
Receivables;


 


(iii)          all
Contracts;


 


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


 


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


 


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


 


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


 


(b)            The
Collateral shall not include (i) Transferred Receivables or (ii) with respect to a Specified Financing and the Transferred Receivables
in respect thereof, (w) the Contracts relating to such Transferred Receivables described in the applicable Specified Financing Documents,
(x) supporting obligations, existing and future, in respect of such Transferred Receivables and in respect of any Contracts relating
thereto (including assignment of the proceeds of any drawings on letters of credit supporting such Contracts), (y) books and records
(including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Credit Parties
relating to such Transferred Receivables or (z) Proceeds of the Transferred Receivables in respect of such Specified Financing or
of the foregoing clauses (w) through (y).


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


  


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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





 


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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 






    24


     


    




 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(a)            in
the case of the Lien Grantor:


 


United States Steel Corporation

600 Grant Street, 61st Floor

Pittsburgh, Pennsylvania 15219

Attention: Treasurer

Facsimile: (412) 433-1167


 


with a copy to:


 


United States Steel Corporation

600 Grant Street, Room 1874

Pittsburgh, Pennsylvania 15219

Attention: Manager – Corporate Finance

Facsimile: (412) 433-2222


 






    26


     


    

 


(b)            in
the case of the Collateral Agent:


 


JPMorgan Chase Bank, N.A. 


CIB DMO WLO, 


Mail code NY1-C413, 


4 CMC, Brooklyn, NY, 11245-0001, 


United States 


Email: ib.collateral.services@jpmchase.com


 


with a copy to:


 


JPMorgan Chase Bank, N.A.

383 Madison Avenue, FL 24

New York, New York 10179

Attention: James Shender

Facsimile: (212) 270-5100

E-mail: james.m.shender@jpmorgan.com


 


JPMorgan Chase Bank, N.A.

383 Madison Avenue, FL 24

New York, New York 10179

Attention: Tomas Solari Yrigoyen

E-mail: tomas.solariyrigoyen@jpmorgan.com


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 






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


 


[Signature pages follow]


 






    31


     


    




 


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


 


	 	UNITED STATES STEEL CORPORATION
	 	 	 
	 	By:	/s/ Arne  Jahn
	 	 	Name: Arne  Jahn
	 	 
	Title: Vice President
                                     -  Treasurer & Chief Risk Officer



 


[Signature Page to Borrower Security Agreement]


 






    


     


    




 


	 	JPMORGAN CHASE BANK, N.A.,

    as Collateral Agent
	 	 
	 	By:	/s/ James Shender
	 	 	Name: James Shender
	 	 	Title: Executive Director



 


[Signature Page to Borrower Security Agreement]


 






    


     


    




 


EXHIBIT A

to Borrower Security Agreement


 


PERFECTION CERTIFICATE


 


Date: [__], 20__


 


The undersigned is a duly authorized officer of
United States Steel Corporation (the “Lien Grantor”). With reference to the Third Amended and Restated Borrower Security
Agreement dated as of May 27, 2022 between the Lien Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent (terms defined therein
being used herein as therein defined), the undersigned certifies to the Collateral Agent and each other Secured Party as follows:


 


Information Required for Filings and Searches for Prior Filings.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





 






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


 


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


 






    


     


    

 


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


 


 


	 	UNITED STATES STEEL CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Perfection
Certificate]


 






    


     


    




 


Schedule I

to Perfection Certificate


 


DESCRIPTION OF COLLATERAL


 


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


 


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


 






    


     


    




 


Exhibit A to UCC-1 Financing Statement


 


	Debtor:

    United States Steel Corporation

    600 Grant Street

    Pittsburgh, PA 15219	Secured Party:

    JPMorgan Chase Bank, N.A.,

    as Collateral Agent

    CIB DMO WLO, Mail code NY1-C413, 4CMC

    Brooklyn, New York 11245


 


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


 


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


 


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


 


“Borrower Security Agreement”
means the Third Amended and Restated Borrower Security Agreement dated as of May 27, 2022 between United States Steel Corporation
and the Collateral Agent.


 


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


 


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


 


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


 


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


 


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


 


“Credit Agreement” means the
Sixth Amended and Restated Credit Agreement dated as of May 27, 2022 among the Borrower, the Subsidiary Guarantors from time to
time party thereto, the Lenders from time to time party thereto, the LC Issuing Banks from time to time party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent and Collateral Agent.


 






    


     


    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 






    


     


    

 


Schedule
I

  Lockbox Accounts and Collection Accounts


  






    


     


    




 


Schedule
II
 Existing Bi-Lateral Letters of Credit


 


	Letter of Credit No.	 	Amount	 	 	Issuer