Common use of Additional Collateral and Guaranties Clause in Contracts

Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time) or (ii) becomes a First-Tier Foreign Subsidiary, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify To the extent not delivered to the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary on or before the Closing Date (including a Whollyin respect of after-Owned Domestic Subsidiary acquired property and Persons that ceases for become Subsidiaries of any reason Loan Party after the Closing Date), the Borrower shall cause each Group Member to satisfy the definition of “Immaterial Subsidiary” at any time) or (ii) becomes a First-Tier Foreign Subsidiary, and promptly thereafter (and in any event within 30 daysdays of acquisition or formation thereof) do each of the following, or such longer period of time permitted unless otherwise agreed by the Administrative Agent in its sole discretion):Agent: (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to deliver to the Administrative Agent documents such modifications to the terms of the types referred to in clauses Loan Documents (iv)or, (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to extent applicable as determined by the Administrative Agent for or the benefit of the Secured PartiesCollateral Agent, Security Instruments (or supplements theretosuch other documents), as specified by and in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure the following: (including delivery i) each Wholly Owned Subsidiary of all certificated Pledged Interests in any Loan Party that is not a Foreign Subsidiary shall guaranty, as primary obligor and of such Subsidiarynot as surety, and other instruments the payment of the type specified in Section 4.02(a)(iiObligations of the Borrower; (ii) each Subsidiary of any Loan Party that has or enters into any Guaranty Obligation with respect to Indebtedness of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; (iii))) so long as the relevant Permitted Acquisition shall occur, securing each Proposed Acquisition Target with regard to such Permitted Acquisition and each Subsidiary thereof shall guaranty, as primary obligor and not as surety, the payment of all the Obligations and constituting Liens on all such real and personal properties,of the Borrower; and (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a each Loan Party (or including any Person required to become a Person becoming a Loan Party Guarantor pursuant to this Sectionclause (i), cause such Loan Party to deliver (ii) or (iii) above) shall effectively grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in all certificated Pledged Interests in and of its owned property constituting Collateral as security for the Obligations of such First-Tier Loan Party; provided, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Foreign Subsidiary, or (y) a security interest be required to be granted in any property of any Foreign Subsidiary as security for any Obligation; (b) deliver to the Collateral Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank; (c) deliver to the Administrative Agent (x) upon its request an appraisal complying with FIRREA (so long as it is reasonably determined by the Administrative Agent in consultation with the Borrower that such an appraisal is required pursuant to the terms of FIRREA), (y) within 30 days of receipt of notice from the Collateral Agent that any Security Instruments fee interest in real property of the Loan Parties is located in a Special Flood Hazard Area, evidence, which may be in the form of a flood insurance certificate, of Federal Flood Insurance as required by Section 7.5, and (z) upon request of the Administrative Agent, deliver to it within 60 days of such request (or supplements such longer period as the Administrative Agent may agree to) a Mortgage on any owned real property with a value at the time of acquisition in excess of $2.0 million, located in the United States, and owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto); (d) take all other actions necessary to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as specified that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date, including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent or the Collateral Agent may otherwise reasonably request; and (e) deliver to the Administrative Agent, the Collateral Agent and the Lender Parties (i) an updated Perfection Certificate with respect to any new Guarantor, (ii) all documents set forth in Sections 3.1(a)(iv) and (v) as applicable with respect to each new Guarantor and (iii) if requested by the Administrative Agent, legal opinions relating to the matters described in clauses (a) and (b) of this Section 7.10 and the Mortgages described in clause (c) of this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to to, the Administrative Agent. The requirements of this Section 7.10: (i) need not be satisfied with respect to any real property held by the Borrower or any of its Subsidiaries as a lessee under a lease; (ii) do not apply to any Stock (other than Stock of any domestic Wholly Owned Subsidiary) acquired after the Closing Date in accordance with this Agreement if, and to the extent that, and for so long as, (A) doing so would violate applicable law or a Contractual Obligation binding on such Stock, and (B) such law or Contractual Obligation existed at the time of the acquisition thereof and was not created or made binding on such Stock in contemplation of or in connection with the acquisition of such Subsidiary, (iii) do not apply to any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate a Contractual Obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 8.1(c) that is secured by a Lien permitted pursuant to Section 8.2(d)); provided, that, in each the case securing payment of all clauses (ii) and (iii), upon the Obligations reasonable request of the Administrative Agent or the Collateral Agent, the Borrower shall, and constituting Liens on all shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any such Pledged InterestsContractual Obligation (other than a Contractual Obligation of the type described in such clauses (ii) and (iii) in respect of the Stock or assets of a Joint Venture) and (iv) with respect to clause (a)(iii) above only, do not apply to any Foreign Subsidiary acquired after the Closing Date by any Loan Party.

Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary (including in connection with the Spinoff) that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time) or ), (ii) becomes a First-Tier Foreign Subsidiary, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24 or 6.25, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (ivv), (vvi) and (viiviii) of Section 4.02(a4.01(a) and, at the request of the Administrative Agent, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iiib) except during a Collateral Release Period, if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity or a Captive Insurance Subsidiary: (i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii4.01(a)(iii) and (iiiiv)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (ivii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (biii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (v), (vi) and (viii) of Section 4.01(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) except during a Collateral Release Period, if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify To the extent not delivered to the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary on or before the Closing Date (including a Whollyin respect of after-Owned Domestic Subsidiary acquired property and Persons that ceases for become Subsidiaries of any reason to satisfy Loan Party after the definition Closing Date), each Loan Party shall, promptly, do each of “Immaterial Subsidiary” at any time) or (ii) becomes a First-Tier Foreign Subsidiarythe following, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted unless otherwise agreed by the Administrative Agent in its sole discretion):Agent: (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to deliver to the Administrative Agent documents such modifications to the terms of the types referred Loan Documents (or, to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of extent applicable as determined by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)documents), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and each case in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of as the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be Administrative Agent deems necessary or advisable in order to ensure the reasonable opinion following: (i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Administrative Agent to vest in Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the Administrative Agent (or in any representative payment of the Administrative Agent designated by it) valid and subsisting Liens on Obligations of the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United StatesBorrower; and (bii) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a each Loan Party (or including any Person required to become a Person becoming a Loan Party Guarantor pursuant to this Section), cause such Loan Party to deliver clause (i) above) shall effectively grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in all certificated Pledged Interests in of its personal property, including all of its Stock and Stock Equivalents and other Securities, as security for the Obligations of such First-Tier Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign SubsidiarySubsidiary be required to guaranty the payment of any Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary as security for any Obligation; (b) deliver to the Administrative Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank; (c) to take all other actions necessary or advisable to ensure the validity or continuing validity of any Security Instruments guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or supplements theretoor, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent), including the filing of UCC financing statements in such jurisdictions as specified may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent may otherwise reasonably request; and (d) deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to to, the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify To the extent not delivered to the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary on or before the Effective Date (including in respect of after-acquired Collateral and Persons that become a Wholly-Owned Domestic Subsidiary that ceases for of any reason to satisfy Loan Party (other than an Excluded Subsidiary) after the definition Effective Date), each Group Member shall promptly do each of “Immaterial Subsidiary” at any time) or (ii) becomes a First-Tier Foreign Subsidiarythe following, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted unless otherwise agreed by the Administrative Agent in its sole discretion):Agent: (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) such duly-executed supplements and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory amendments to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured PartiesGuaranty, Security Instruments (or supplements thereto), as specified by and in each case in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of as the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be Administrative Agent deems necessary or advisable in order to ensure that any Loan Party’s Subsidiary (i) the reasonable opinion designation of which as an Excluded Subsidiary has been revoked or (ii) that has granted a security interest in the Collateral pursuant to Section 7.10(b) below, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Administrative Agent to vest in the Administrative Agent (Obligations or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; andpart thereof; (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for such duly-executed joinder and amendments to the benefit of the Secured Parties all certificated Pledged Interests Security Agreement and, if applicable, other Collateral Documents, in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in each case securing payment the Collateral; (c) to take such other actions necessary or advisable to ensure the validity or continuing validity of all the Obligations guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (b) above, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and (d) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and constituting Liens on all such Pledged Interestssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral and Guaranties. Notify To the extent not delivered to the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary on or before the Effective Date (including a Whollyin respect of after-Owned Domestic Subsidiary acquired property and Persons that ceases for become Subsidiaries of any reason Loan Party after the Effective Date), the Borrower agrees promptly to satisfy the definition of “Immaterial Subsidiary” at any time) or (ii) becomes a First-Tier Foreign Subsidiary, and promptly thereafter (and in any event within 30 daysdo, or such longer period cause each Subsidiary of time permitted the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its sole discretion):Agent: (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to deliver to the Administrative Agent documents such duly-executed supplements and amendments to the Guaranty (or, in the case of the types referred to in clauses (ivany Subsidiary of any Loan Party that is not a Domestic Subsidiary, foreign guarantees and related documents), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and each case in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of as the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be Administrative Agent deems necessary or advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the reasonable opinion full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent to vest in the Administrative Agent otherwise agree, or (y) such Subsidiary guarantees or in otherwise becomes obligated under any representative Indebtedness of the Administrative Agent designated by it) valid and subsisting Liens on Borrower or any of the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22Borrower’s other Domestic Subsidiaries, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions event shall any Non-U.S. Person be required in any jurisdiction outside to guaranty the United States; andpayment of the Obligations; (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for such duly-executed joinder and amendments to the benefit Security Agreement and, if applicable, the other Collateral Documents (or, in the case of the Secured Parties all certificated Pledged Interests in any such Subsidiary of any Loan Party that is not a Domestic Subsidiary and of such First-Tier Foreign Subsidiarybecomes a Guarantor pursuant to clause (a) above, foreign charges, pledges, security agreements and any Security Instruments (or supplements theretoother Collateral Documents), as specified by and in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Loan Party or any Subsidiary of any Loan Party constituting Collateral; (c) deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Instruments and all other debt Securities constituting Collateral being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, in each case, endorsed in blank and executed and delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case securing payment may be; (d) to take such other actions necessary or advisable to ensure the validity or continuing validity of all the Obligations guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (b) above, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and (e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and constituting Liens on all such Pledged Interestssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral and Guaranties. Notify Subject to the Senior Intercreditor Agreement: (a) to the extent not delivered to each Administrative Agent or Collateral Agent, as applicable, on or before the Effective Date, the Parent and the Borrowers jointly and severally agree to do promptly after any Person each of the following (in each case subject to the Security Principles): (i) becomes execute and deliver and cause each Guarantor to execute and deliver to each Administrative Agent such amendments to the Collateral Documents or enter into such new Collateral Documents as are necessary, or deemed by an Administrative Agent or the Collateral Agent to be reasonably advisable, in order to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Stock and Stock Equivalents and other debt Securities of any Subsidiary (other than Excluded Assets (as defined in the Pledge and Security Agreement) that are owned by the Parent, a Borrower or any other Guarantor and to perfect such Lien as a first-priority Lien (it being agreed that such actions shall be required in the United States of America and, at the reasonable request of any Administrative Agent, any other jurisdiction); (ii) deliver and cause each Guarantor to deliver to the Collateral Agent the certificates (if any) representing such Stock and Stock Equivalents and other debt Securities, together with (A) in the case of such certificated Stock and Stock Equivalents, undated stock powers or other instruments of transfer endorsed in blank and (B) in the case of such certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Parent, a Borrower or other Guarantor, as the case may be; (iii) in the case of any Material Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary, cause such Subsidiary (including x) in the case of any direct holder of equity interests in a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any timeBorrower, concurrently with such Person acquiring such equity interests in a Borrower and (y) or otherwise, not later than 30 days (ii) becomes a First-Tier Foreign Subsidiary, and promptly thereafter (and in any event within 30 days, or such longer period of time later date permitted by the each Administrative Agent in its sole discretion): ) after the earlier of the date of delivery of any Compliance Certificate or the deadline for delivery of such Compliance Certificate, (aA) if to become a Guarantor, (B) to become a party to the Pledge and Security Agreement (or another security instrument executed and delivered by such Person is a Material Wholly-Owned Domestic Subsidiary in form and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause substance satisfactory to each Administrative Agent, pursuant to which such Material Wholly-Owned Domestic Subsidiary to become grants a Guarantor by executing and delivering Lien to the Administrative Agent a Joinder Agreement Collateral Agent) and the applicable Collateral Documents and (C) to take such actions necessary or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person advisable to deliver grant to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Collateral Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the ratable benefit of the Secured Parties, Security Instruments (or supplements thereto)a security interest, as specified by and to perfect such security interest, in form and substance reasonably satisfactory the Collateral described in the Collateral Documents with respect to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code UCC financing statements and the giving of notices) in such jurisdictions as may be necessary required by the Collateral Documents or advisable in the reasonable opinion of the by law or as may be reasonably requested by any Administrative Agent to vest in or the Administrative Collateral Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided it being understood that no such actions shall be required in any jurisdiction outside the United StatesStates of America and, at the reasonable request of an Administrative Agent or the Collateral Agent, any other jurisdiction); andprovided that if any non-U.S. Subsidiary is an Excluded Subsidiary solely as a result of such Subsidiary’s Guarantee having been prohibited by (A) any Governmental Authority with authority over such Subsidiary or (B) applicable law, or such Subsidiary’s Guarantee would result in a substantial risk to the officers or directors of such Subsidiary or a civil or criminal liability, at the reasonable request of an Administrative Agent or the Collateral Agent, the Parent shall diligently pursue any relevant governmental or third party consents or other authority to permit such Subsidiary to create or perfect a security interest in such Collateral or to mitigate such risk of liability. (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party owns or acquires any marine vessel other than an Excluded Vessel with a Fair Market Value in excess of $10,000,000.00, then such Loan Party shall execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest (or a subject to any permitted Liens specified in the applicable Mortgage) within 20 Business Days of such Person becoming a Loan Party pursuant or such acquisition, as applicable; (c) if the Fair Market Value of any marine vessel owned by any Loan Party (other than an Excluded Vessel) increases to this Section)an amount in excess of $10,000,000.00 because of improvements to such marine vessel, cause then such Loan Party shall, within 20 Business Days of a Responsible Officer of the Parent learning of such increase in Fair Market Value, execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest (subject to any permitted Liens specified in the applicable Mortgage); (d) if requested by any Administrative Agent or Collateral Agent, deliver to each Administrative Agent, the Administrative Collateral Agent for and the benefit of the other Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiarycustomary legal opinions relating to the matters described above, and any Security Instruments (or supplements thereto), as specified by and which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the Administrative such Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time) or ), (ii) becomes a First-Tier Foreign Subsidiary, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iiib) if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity, a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (ivii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (biii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of 65833673_5 the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Excluded Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” be an Excluded Subsidiary at any time) or ), (ii) becomes a First-Tier Foreign SubsidiarySubsidiary to the extent that a pledge of the Stock or Stock Equivalents thereof is required under the Security Instruments, (iii) becomes a Canadian Subsidiary (unless the Canadian Facility Termination has occurred), or (iv) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event within 30 45 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) (x) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or (other than an Excluded Domestic Subsidiary:): (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Domestic Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) without duplication of clause (b)(x)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iviii), (vvii) and (viiix) of Section 4.02(a4.01(a) and, at the reasonable request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(ia)(x)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time) or (ii) becomes a First-Tier Foreign Subsidiary, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a4.01(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery to the Administrative Agent (or its agent, designee or bailee pursuant to the Intercreditor Agreement) of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii4.01(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent (or its agent, designee or bailee pursuant to the Intercreditor Agreement) for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Excluded Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” be an Excluded Subsidiary at any time) or ), (ii) becomes a First-Tier Foreign Subsidiary to the extent that a pledge of the Stock or Stock Equivalents thereof is required under the Security Instruments, (iii) becomes a Canadian Subsidiary, or (iv) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event within 30 45 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) (x) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or (other than an Excluded Domestic Subsidiary:): (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Domestic Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) without duplication of clause (b)(x)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iviii), (vvii) and (viiix) of Section 4.02(a4.01(a) and, at the reasonable request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(ia)(x)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.

Additional Collateral and Guaranties. Notify (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Effective Date by the Company or any Domestic Subsidiary (which new Subsidiary, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), the Company or its Subsidiaries, as applicable, shall promptly (i) execute and deliver to the applicable Trustee such amendments to the applicable Pledge Agreement, or such additional Pledge Agreement, as the Administrative Agent promptly after deems necessary or advisable in order to grant to such Trustee, as security for the Secured Obligations secured under such Pledge Agreement, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any Person of its Subsidiaries (i) becomes a Wholly-Owned Domestic Subsidiary that is not other than an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Excluded Foreign Subsidiary” at any time) or ), (ii) becomes deliver to the applicable Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a First-Tier Foreign duly authorized officer of the Company or such pledgor Subsidiary, and promptly thereafter (and in any event within 30 daysas the case may be, or take such longer period other perfection actions in respect of time permitted such Capital Stock as shall be reasonably requested by the Administrative Agent in to perfect its sole discretion): security interest therein, (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (iiii) cause such Wholly-Owned Domestic new Subsidiary to become a Guarantor party to a Subsidiary Guarantee and (iv) if reasonably requested by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to Agent, deliver to the Administrative Agent documents of legal opinions relating to the types referred to matters described above, which opinions shall be in clauses (iv)form and substance, (v) and (vii) of Section 4.02(a) andfrom counsel, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent;. (iiib) cause With respect to any new Excluded Foreign Subsidiary created or acquired after the Effective Date by the Company or any of its Domestic Subsidiaries, the Company or such Person to Domestic Subsidiary, as applicable, shall promptly (i) execute and deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (such amendments or supplements thereto)to the applicable Pledge Agreement, or such other security documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be deems necessary or advisable in order to grant to the reasonable opinion applicable Trustee, as security for the Secured Obligations secured under such Pledge Agreement, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the applicable Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, or take such other perfection actions in respect of such Capital Stock and shall be reasonably requested by the Administrative Agent to vest in perfect its security interest therein, and (iii) if requested by the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22Agent, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for legal opinions relating to the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiarymatters described above, and any Security Instruments (or supplements thereto), as specified by and which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything in this Section 6.11 to the contrary, (i) shares of the Capital Stock of Netherlands BV II and Netherlands BV IV shall not be required to be pledged hereunder, and shares of Capital Stock of any other Foreign Subsidiary shall not be required to be pledged hereunder to the extent that, in each case securing payment the good faith judgment of all the Company, the pledging of such Capital Stock would result in adverse tax consequences to the Company or would be unlawful and (ii) so long as the Existing Accounts Receivable Financing Program is in effect, the Receivables Subsidiary shall not be required to become a party to a Subsidiary Guarantee or to create a security interest in any of its assets. (d) Notwithstanding anything in this Section 6.11 to the contrary, upon the consummation of the transfer of the Capital Stock of T&N Industries to U.K. Acquisition I, U.K. Acquisition I shall not be required to pledge the Capital Stock of T&N Industries as collateral security for the Obligations or to cause T&N Industries to execute and deliver to the Administrative Agent a Subsidiary Guarantee, provided that, until such time as U.K. Acquisition I -------- pledges 100% of the Capital Stock of T&N Industries owned by it as collateral security for the Obligations and constituting Liens on causes T&N Industries to execute and deliver to the Administrative Agent a Subsidiary Guarantee, T&N Industries shall be deemed to be an Excluded Foreign Subsidiary for all such Pledged Interestspurposes of the Loan Documents.

Additional Collateral and Guaranties. Notify (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Effective Date by the Company or any Domestic Subsidiary (which new Subsidiary, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), the Company or its Subsidiaries, as applicable, shall promptly (i) execute and deliver to the applicable Trustee such amendments to the applicable Pledge Agreement, or such additional Pledge Agreement, as the Administrative Agent promptly after deems necessary or advisable in order to grant to such Trustee, as security for the Secured Obligations secured under such Pledge Agreement, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any Person of its Subsidiaries (i) becomes a Wholly-Owned Domestic Subsidiary that is not other than an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Excluded Foreign Subsidiary” at any time) or ), (ii) becomes deliver to the applicable Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a First-Tier Foreign duly authorized officer of the Company or such pledgor Subsidiary, and promptly thereafter (and in any event within 30 daysas the case may be, or take such longer period other perfection actions in respect of time permitted such Capital Stock as shall be reasonably requested by the Administrative Agent in to perfect its sole discretion): security interest therein, (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (iiii) cause such Wholly-Owned Domestic new Subsidiary to become a Guarantor party to a Subsidiary Guarantee and (iv) if reasonably requested by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) cause such Person to Agent, deliver to the Administrative Agent documents of legal opinions relating to the types referred to matters described above, which opinions shall be in clauses (iv)form and substance, (v) and (vii) of Section 4.02(a) andfrom counsel, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent;. (iiib) cause With respect to any new Excluded Foreign Subsidiary created or acquired after the Effective Date by the Company or any of its Domestic Subsidiaries, the Company or such Person to Domestic Subsidiary, as applicable, shall promptly (i) execute and deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (such amendments or supplements thereto)to the applicable Pledge Agreement, or such other security documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (iv) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be deems necessary or advisable in order to grant to the reasonable opinion applicable Trustee, as security for the Secured Obligations secured under such Pledge Agreement, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the applicable Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, or take such other perfection actions in respect of such Capital Stock as shall be reasonably requested by the Administrative Agent to vest in perfect its security interest therein, and (iii) if requested by the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22Agent, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (b) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for legal opinions relating to the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiarymatters described above, and any Security Instruments (or supplements thereto), as specified by and which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything in this Section 6.11 to the contrary, (i) shares of the Capital Stock of Netherlands BV II and Netherlands BV IV shall not be required to be pledged hereunder, and shares of Capital Stock of any other Foreign Subsidiary shall not be required to be pledged hereunder to the extent that, in each case securing payment the good faith judgment of all the Company, the pledging of such Capital Stock would result in adverse tax consequences to the Company or would be unlawful and (ii) so long as the Existing Accounts Receivable Financing Program is in effect, the Receivables Subsidiary shall not be required to become a party to a Subsidiary Guarantee or to create a security interest in any of its assets. (d) Notwithstanding anything in this Section 6.11 to the contrary, upon the consummation of the transfer of the Capital Stock of T&N Industries to U.K. Acquisition I, U.K. Acquisition I shall not be required to pledge the Capital Stock of T&N Industries as collateral security for the Obligations or to cause T&N Industries to execute and deliver to the Administrative Agent a Subsidiary Guarantee, provided that, until such time as U.K. Acquisition I -------- pledges 100% of the Capital Stock of T&N Industries owned by it as collateral security for the Obligations and constituting Liens on causes T&N Industries to execute and deliver to the Administrative Agent a Subsidiary Guarantee, T&N Industries shall be deemed to be an Excluded Foreign Subsidiary for all such Pledged Interestspurposes of the Loan Documents.

Additional Collateral and Guaranties. Notify The Borrower shall, and shall cause each of its Restricted Subsidiaries to, notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Excluded Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” be an Excluded Subsidiary at any time) or ), (ii) becomes a First-Tier Foreign SubsidiarySubsidiary to the extent that a pledge of the Stock or Stock Equivalents thereof is required under the Security Instruments, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event within 30 45 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or (other than an Excluded Domestic Subsidiary:): (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iviii), (vvii) and (viiix) of Section 4.02(a4.01(a) and, at the reasonable request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iiib) if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity or an Excluded Subsidiary: (i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto, including to the Collateral Agreement), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii4.01(a)(v), (vi), (ix) and (iii)xi) solely to the extent required under the Collateral Agreement), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (ivii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), ; provided that no such actions shall be required in any jurisdiction outside the United States; (iii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (v), (vi), (ix) and (xi) of Section 4.01(a) and, at the reasonable request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i) and the creation and perfection of Liens in clause (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (bc) if such Person is a First-Tier Foreign Subsidiary any of whose Stock constitutes Collateral and is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this SectionSection and, in each case, other than a BWXT Entity), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all such certificated Pledged Equity Interests in and of such First-Tier Foreign Subsidiary, and any such Security Instruments (or supplements thereto), as specified by in each case, to the extent required under the Collateral Agreement and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Equity Interests. Notwithstanding the foregoing, no Loan Party shall be required to (i) execute or deliver any control agreements with respect to deposit accounts (other than with respect to Cash Collateral), commodities accounts or securities accounts, (ii) make any filings to perfect Liens on intellectual property, other than any such filings under the UCC or with the U.S. Patent and Trademark Office or U.S. Copyright Office, and (iii) make any filings or take any actions in any jurisdiction outside the United States to create or perfect any Liens created by the Security Instruments.