AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT By BOMBARDIER RECREATIONAL PRODUCTS INC., as Canadian Borrower and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and BANK OF MONTREAL as Administrative Agent Dated as of December 18, 2003 and Amended...

By

BOMBARDIER RECREATIONAL PRODUCTS INC.,
as Canadian Borrower and

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

and

BANK OF MONTREAL
as Administrative Agent

______________________

Dated as of December 18, 2003
and Amended and Restated as of February 9, 2005

        This AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT dated as of December 18, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by Bombardier Recreational Products Inc., a corporation existing under the federal laws of Canada (the "Canadian Borrower") and the Guarantors listed on the signature pages hereto at such date and existing on the date hereof (the "Original Guarantors") and the Guarantors listed on the signature pages hereto on the date hereof and the Guarantors from time to time party hereto by execution of a joinder agreement (collectively, the "Additional Guarantors") and, together with the Original Guarantors and 4279174 Canada Inc. ("4279174"), (the "Guarantors"), as pledgors, assignors and debtors (the Canadian Borrower, together with the Guarantors, in such capacities and in the capacities described below and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of Bank of Montreal, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Administrative Agent") is amended and restated as of this February 9, 2005.

R E C I T A L S :

        A. The Canadian Borrower, as Canadian Borrower, BRP Holding (USA) Inc. (formerly know as BRP (USA) Inc.), as U.S. Revolving Borrower and BRP Holding LP, as U.S. Term Borrower (collectively, the "Original U.S. Borrowers"), ▇.▇. ▇▇▇▇▇▇▇▇▇▇ (J.A.B.) Inc., the guarantors party thereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Global Transaction Coordinator, Royal Bank of Canada, as Canadian Transaction Coordinator, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, and UBS Securities LLC, as Joint Book Runners and Lead Arrangers of the Term Facilities, BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and Royal Bank of Canada, as Joint Book Runners and Lead Arrangers of the Revolving Facilities, Bank of Montreal, as Administrative Agent, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, UBS Securities LLC and Royal Bank of Canada as Co-Syndication Agents and the lenders party thereto from time to time (the "Lenders") entered into that certain credit agreement, dated as of December 18, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Original Credit Agreement").

        B. The Canadian Borrower and BRP Holding LP are prepaying the entire outstanding amount of the Canadian Term Facility and the U.S. Term Facility under the Original Credit Agreement (each as defined therein), and in connection with such prepayment and to make such other amendments as are evidenced thereby, the Lenders, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Royal Bank of Canada, UBS Securities LLC, BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., Bank of Montreal, the Canadian Borrower and BRP US Inc. (the "US Revolving Borrower" and, together with the Canadian Borrower, the "Borrowers") and the Guarantors on the date hereof are entering into an amendment and restatement of the Original Credit Agreement as of February 9, 2005 (the "Credit Agreement").

        C. Each Original Guarantor, pursuant to the Original Credit Agreement, among other things, guaranteed the obligations of the Canadian Borrower and the Original U.S. Borrowers under the Original Credit Agreement and the other Credit Documents and, pursuant to the Credit Agreement, among other things, has reaffirmed its guarantee or, in the case of 4279174, entered into a guarantee, of the obligations of the Canadian Borrower under the Credit Agreement and the other Credit Documents.

        D. Each Pledgor has, pursuant to the Original Credit Agreement, among other things, unconditionally guaranteed the obligations of the Original U.S. Borrowers under the Credit Agreement and, pursuant to the Credit Agreement, each Pledgor has, among other things, provided a guarantee (or reaffirmed its guarantee under the Original Credit Agreement, as applicable) of the obligations of the U.S. Revolving Borrower under the Credit Agreement and the other Credit Documents.

        E. The Pledgors have received and will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Credit Documents and each is, therefore, willing to enter into this Agreement.

        F. The Pledgors have, from time to time entered into, and it is contemplated that one or more of the Pledgors may enter into one or more Interest Rate Protection Agreements, foreign currency exchange agreements, commodity price protection agreements or other interest or currency exchange rate or commodity price hedging arrangements with one or more of the Lenders or their respective Affiliates designed to alter the risks arising from the fluctuations in interest rates, currency values or commodity prices with respect to Loans under the Credit Agreement (any such agreement or arrangement, a "Hedging Agreement").

        G. Each Pledgor is or, as to the Pledged Collateral acquired by such Pledgor after the date hereof will be, the legal and/or beneficial owner of the Pledged Collateral pledged by it hereunder.

        H. This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations of such Pledgor.

        I. It is a condition to the obligations of the Lenders to make the Loans under the Credit Agreement and a condition to any Lender issuing Letters of Credit under the Credit Agreement or entering into any Hedging Agreement that each Pledgor execute and deliver the applicable Credit Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows:

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ARTICLE I

DEFINITIONS AND INTERPRETATION

        (c) The following terms shall have the following meanings:

        "4279174" means 4279174 Canada Inc.

        "Acquisition Document Rights" shall mean, with respect to each Pledgor, if applicable, collectively, all of such Pledgor's rights, title and interest in, to and under the BRP Acquisition Agreement, including, without limitation (i) all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of the BRP Acquisition Agreement, (ii) all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for monetary damages under or in respect of the agreements, documents and instruments referred to in the BRP Acquisition Agreement or related thereto and (iii) all proceeds, collections, recoveries and rights of subrogation with respect to the foregoing.

        "Additional Guarantors" shall have the meaning assigned to such term in the Preamble hereof.

        "Additional Pledged Interests" shall mean, collectively, with respect to each Pledgor, (i) all options, warrants, rights, agreements, additional membership, partnership or other equity interests of whatever class of any issuer of Initial Pledged Interests or any interest in any such issuer, together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under the Organizational Document of any such issuer, and the certificates, instruments and agreements representing such membership, partnership or other interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such membership, partnership or other equity interests from time to time acquired by such Pledgor in any manner and (ii) all membership, partnership or other equity interests, as applicable, of each limited liability company, partnership or other entity (other than a corporation) hereafter acquired or formed by such Pledgor and all options, warrants, rights, agreements, additional membership, partnership or other equity interests of whatever class of such limited liability company, partnership or other entity, together with all rights, privileges, authority and powers of such Pledgor relating to such interests or under the Organizational Document of any such issuer, and the certificates, instruments and agreements representing such membership, partnership or other equity interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such membership, partnership or other interests, from time to time acquired by such Pledgor in any manner.

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        "Additional Pledged Shares" shall mean, collectively, with respect to each Pledgor, (i) all options, warrants, rights, agreements, additional shares of capital stock of whatever class of any issuer of the Initial Pledged Shares or any other equity interest in any such issuer, together with all rights, privileges, authority and powers of such Pledgor relating to such interests issued by any such issuer under the Organizational Document of any such issuer, and the certificates, instruments and agreements representing such interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such interests, from time to time acquired by such Pledgor in any manner and (ii) all the issued and outstanding shares of capital stock of each corporation hereafter acquired or formed by such Pledgor and all options, warrants, rights, agreements or additional shares of capital stock of whatever class of such corporation, together with all rights, privileges, authority and powers of such Pledgor relating to such shares or under the Organizational Document of such corporation, and the certificates, instruments and agreements representing such shares and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such shares, from time to time acquired by such Pledgor in any manner.

        "Administrative Agent" shall have the meaning assigned to such term in the recitals hereof.

        "Agreement" shall have the meaning assigned to such in the recitals hereof.

        "Bailee Letter" shall have the meaning assigned to such term in Section 3.4(f) hereof.

        "BRP Hungary" means BRP Holdings (Hungary) Asset Management Limited Liability Company.

        "Canadian Borrower" shall have the meaning assigned to such term in the Preamble hereof.

        "Claims" shall mean any and all property and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords', carriers', mechanics', workmen's, repairmen's, laborers', materialmen's, suppliers' and warehousemen's Liens and other claims arising by operation of law) against, all or any portion of the Pledged Collateral.

        "Collateral Accounts" shall mean the collateral accounts established pursuant to Section 10.1 hereof and all property from time to time on deposit therein.

        "Commodity Account Control Agreement" shall mean, a commodity account control agreement in a form and substance that is reasonably satisfactory to the Pledgor and the Administrative Agent.

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        "Contested Liens" shall mean, collectively, any Liens incurred in respect of any Claims to the extent that the amounts owing in respect thereof are not yet delinquent or are being contested and otherwise comply with the provisions of Section 4.12 hereof; provided, however, that such Liens shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by this Agreement, except if and to the extent that the law or regulation creating, permitting or authorizing such Lien provides that such Lien must be superior to the Lien and security interest created and evidenced hereby.

        "Contracts" shall mean, collectively, with respect to each Pledgor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and third parties, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

        "Control Agreements" shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

        "Copyrights" shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in Canada or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, including, without limitation, the copyright registrations and applications listed in Schedule 12(b) annexed to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor's use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to ▇▇▇ for past, present or future infringements thereof. "Credit Agreement" shall have the meaning assigned to such term in Recital B hereof.

        "Deposit Account Control Agreement" shall mean an agreement substantially in the form annexed hereto as Exhibit 5 with such changes as are reasonably acceptable to the applicable Pledgor and the Administrative Agent, or such other agreement in form and substance as is reasonably satisfactory to the applicable Pledgor and the Administrative Agent.

        "Deposit Accounts" shall mean, collectively, with respect to each Pledgor, (i) all demand, time, savings, passbook, deposit, operating or similar accounts maintained with a bank or other deposit-taking financial institution and in any event shall include, without limitation, the

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Collateral Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, cheques, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

        "Distributions" shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

        "Excluded Property" shall mean Special Property other than, with respect to clauses (a) through (d) inclusive, of the definition of "Special Property", the following:

        "General Intangibles" shall mean, collectively, with respect to each Pledgor, all "intangibles," as such term is defined in the PPSA, of such Pledgor and, in any event, shall include, without limitation, (i) all of such Pledgor's rights, title and interest in, to and under all insurance policies and Contracts, (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, print-outs, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including, without limitation, all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor's operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, of any Governmental Authority (or any person acting on behalf of a Governmental Authority) now or hereafter acquired or held by such Pledgor pertaining to operations now or hereafter conducted by such Pledgor or any of the Pledged Collateral or any of the Mortgaged Property including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims to the extent the foregoing relate to any Pledged Collateral or

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Mortgaged Property and claims for tax or other refunds against any Governmental Authority relating to any Pledged Collateral or any of the Mortgaged Property.

        "Goodwill" shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor's business including, without limitation, (i) all goodwill connected with the use of and symbolized by any of the Trademarks in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all goodwill associated with the product lines of such Pledgor's business.

        "Guarantors" shall have the meaning assigned to such term in the Preamble hereof.

        "Hedging Agreement" shall have the meaning assigned to such term in Recital F hereof.

        "Industrial Designs" shall mean, collectively, with respect to each Pledgor, all industrial designs issued or assigned to and all industrial design applications and registrations made by such Pledgor (whether established or registered or recorded in Canada or any other country or any political subdivision thereof), including, without limitation, those industrial design applications and registrations listed in Schedule 12(a) annexed to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor's use of any industrial designs, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to ▇▇▇ for past, present or future infringements thereof.

        "Initial Pledged Interests" shall mean, with respect to each Pledgor, all membership, partnership or other equity interests (other than in a corporation), as applicable, of each issuer described in Schedule 9 annexed to the Perfection Certificate, together with all rights, privileges, authority and powers of such Pledgor in and to each such issuer or under the Organizational Document of each such issuer, and the certificates, instruments and agreements representing such membership, partnership or other interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such membership, partnership or other interests.

        "Initial Pledged Shares" shall mean, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer described in Schedule 9 annexed to the Perfection Certificate together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under the Organizational Document of each such issuer, and the certificates, instruments and agreements representing such shares of

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capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares.

        "Instruments" shall mean, collectively, with respect to each Pledgor, all "instruments," as such term is defined in the PPSA, and shall include, without limitation, all promissory notes, drafts, bills of exchange or acceptances.

        "Intellectual Property Collateral" shall mean, collectively, with respect to each Pledgor, its Patents, Industrial Designs, Trademarks, Copyrights, Licenses, and Goodwill.

        "Intercompany Notes" shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 10 annexed to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

        "Investment Property" shall mean a Security, excluding, however, the Securities Collateral.

        "Joinder Agreement" shall mean an agreement substantially in the form annexed hereto as Exhibit 3.

        "Lenders" shall have the meaning assigned to such term in Recital A hereof.

        "Licenses" shall mean, collectively, with respect to each Pledgor, all license agreements with any other party with respect to any Patent, Industrial Design, Trademark or Copyright or any other patent, industrial design, trademark or copyright, all distribution agreements (to the extent such agreements grant rights in any of the foregoing) with, and covenants not to ▇▇▇, any other party with respect to any of the foregoing, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, including, without limitation, the license and distribution agreements listed in Schedules 12(a) and 12(b) annexed to the Perfection Certificate, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements or violations thereof, (iii) rights to ▇▇▇ for past, present and future infringements or violations thereof, and (iv) other rights to use, exploit or practice any or all of the Patents, Industrial Designs, Trademarks or Copyrights or any other patent, industrial design, trademark or copyright.

        "Mortgaged Property" shall mean all "Mortgaged Properties" (as defined in each of the Mortgages) located in Canada.

        "Obligations" means all present and future debts, liabilities and obligations (whether direct, indirect, absolute, contingent or otherwise and whether in respect of principal or interest thereon or otherwise) of the Pledgors to the Secured Parties under the Credit Documents

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and includes, without limitation, the "Obligations", as such term is defined in the Credit Agreement.

        "Organizational Document" shall mean, relative to any Person, its certificate of incorporation, its by-law, its partnership or membership agreement, its memorandum and articles of association, articles of incorporation, continuation, amalgamation and amendment, share designations or similar organizational documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

        "Original Canadian Security Agreement" shall have the meaning assigned to such term in the preamble of this Agreement.

        "Original Credit Agreement" shall have the meaning assigned to such term in Recital A hereof.

        "Original Guarantors" shall have the meaning assigned to such term in the preamble of this Agreement.

        "Original U.S. Borrowers" shall have the meaning assigned to such term in Recital A hereof.

        "Patents" shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to and all patent applications and registrations made by such Pledgor (whether established or registered or recorded in Canada or any other country or any political subdivision thereof), including, without limitation, those patent applications and registrations listed in Schedule 12(a) annexed to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor's use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to ▇▇▇ for past, present or future infringements thereof.

        "Perfection Certificate" shall mean that certain perfection certificate dated December 18, 2003, executed and delivered by the Canadian Borrower and others in favor of the Administrative Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Administrative Agent) executed and delivered by the applicable Guarantor in favor of the Administrative Agent for the

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benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement, including as supplemented in connection with the amendment and restatement of the Original Credit Agreement on February 9, 2005.

        "Permitted Priority Liens" shall mean Liens described in paragraphs (a), (b), (c), (j) and (p) of the definition of "Permitted Liens" in the Credit Agreement.

        "Pledge Amendment" shall have the meaning assigned to such term in Section 5.1 hereof.

        "Pledged Collateral" shall have the meaning assigned to such term in Section 2.1 hereof.

        "Pledged Interests" shall mean, collectively, the Initial Pledged Interests and the Additional Pledged Interests;

        "Pledged Securities" shall mean, collectively, the Pledged Interests, the Pledged Shares and the Successor Interests.

        "Pledged Shares" shall mean, collectively, the Initial Pledged Shares and the Additional Pledged Shares;

        "Pledgor" shall have the meaning assigned to such term in the recitals hereof.

        "Secured Parties" shall mean, collectively, the Administrative Agent, each other Agent, the Lenders and each party to a Hedging Agreement relating to the Loans if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the applicable Credit Documents and (ii) agrees to be bound by the provisions of Section 8.2 of the Credit Agreement.

        "Securities Account" shall mean any account of a Pledgor maintained with any Securities Intermediary in or to which a Security is or may be credited or held.

        "Securities Account Control Agreement" shall mean an agreement substantially in the form annexed hereto as Exhibit 4 with such changes as are reasonably acceptable to the applicable Pledgor and the Administrative Agent or such other agreement in form and substance as is reasonably satisfactory to the applicable Pledgor and the Administrative Agent.

        "Securities Collateral" shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

        "Securities Intermediary" means a clearing corporation, bank, other financial institution or other person that in the ordinary course of its business maintains accounts for others in or to which Securities are credited or held, and is acting in that capacity.

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        "Special Property" shall mean:

        "Successor Interests" shall mean, collectively, with respect to each Pledgor, all Equity Interests of the successor corporation or interests or certificates of the successor limited liability company, partnership or other entity owned by such Pledgor (unless such successor is such Pledgor itself) formed by or resulting from any consolidation or merger in which any person listed in Schedule 1(a) annexed to the Perfection Certificate is not the surviving entity;

        "Trademarks" shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL's), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in Canada or any other country or any political subdivision thereof), including, without limitation, the

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registrations and applications listed in Schedule 12(a) annexed to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor's use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including, without limitation, damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to ▇▇▇ for past, present and future infringements thereof.

        "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

The rules of interpretation specified in the Credit Agreement shall be applicable to this Agreement.

The Administrative Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are incorporated herein by reference and are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

As continuing collateral security for the payment and performance in full of its Obligations, each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, whether now existing or hereafter arising or acquired from time to time (collectively, the "Pledged Collateral"):

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        Notwithstanding anything to the contrary contained in clauses (i) through (xii) above, the security interest created by this Agreement shall not extend to, and the term "Pledged Collateral" shall not include, (a) any Excluded Property, (b) consumer goods (as such term is defined in the PPSA), and (c) the last day of the term of any lease or sub-lease, oral or written, or any agreement therefor, now held or hereafter acquired by any Pledgor, but upon the sale of the leasehold interest or any part thereof the Pledgor shall stand possessed of such last day in trust to assign the same as the Administrative Agent shall direct.

        This Agreement secures, and the Pledged Collateral is continuing collateral security for, the payment and performance in full when due of the Obligations.

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        The Administrative Agent and each Pledgor acknowledge and agree that value has been given for the granting of the security interests granted hereby and that they have not agreed to postpone the time for attachment, except for after-acquired property forming part of the Pledged Collateral, the attachment to which will occur forthwith upon the relevant Pledgor acquiring rights thereto.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL

        Each Pledgor represents and warrants that (a) all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof are set out in Schedule 15(a) annexed to the Perfection Certificate, and (b) except as indicated on Schedule 15(b) annexed to the Perfection Certificate, all such certificates, agreements or instruments have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, and the Administrative Agent has a perfected first priority security interest in the Securities Collateral so delivered to the Administrative Agent. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral that are acquired by such Pledgor after the date hereof, shall promptly upon receipt thereof by such Pledgor be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange

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certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

        Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject to Permitted Priority Liens. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge to be recorded on the equity holder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities upon the occurrence and during the continuance of an Event of Default, under the terms hereof and, upon request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereof.

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discontinuance is immaterial in the conduct of its business, to the extent permitted by the Credit Agreement.

In order to further insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent's security interest in the Pledged Collateral, each Pledgor represents (as to itself) as follows and agrees, in each case at such Pledgor's own expense, to take the following actions with respect to the following Pledged Collateral:

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        The Pledgors shall cause each Subsidiary of the Canadian Borrower and any entity that becomes a Succeeding Holdco, having assets or a chief executive office, registered office, principal place of business or domicile, as applicable, in Canada and which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 annexed hereto and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which such Subsidiary was acquired or created (or ten (10) days in the case of a Succeeding Holdco) and, upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

        Each Pledgor shall take such further actions, and to execute and deliver to the Administrative Agent such additional assignments, agreements, supplements, powers and instruments, as the Administrative Agent may in its reasonable judgment deem necessary or appropriate, wherever required by law, in order to perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm unto the Administrative Agent or permit the Administrative Agent to exercise and

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enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Administrative Agent from time to time upon reasonable request lists, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments. If an Event of Default has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors. The Pledgors and the Administrative Agent acknowledge that this Agreement is intended to and does grant to the Administrative Agent for the benefit of the Secured Parties a security interest in and Lien upon the Pledged Collateral and shall not constitute or create a present assignment of any of the Pledged Collateral.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

        Each Pledgor represents, warrants and covenants as follows:

        Except for Permitted Liens and the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement, each Pledgor owns and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own the rights in each item of Pledged Collateral pledged by it hereunder free and clear of any and all Liens or claims of others. No person other than the Administrative Agent and the relevant Pledgor has control or possession of all or any part of the Pledged Collateral, except as permitted by the Credit Agreement or hereunder.

        The security interest in and Lien on the Pledged Collateral granted to the Administrative Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Obligations, and (b) subject to the completion of the registrations necessary to perfect such security interest, a perfected security interest in all the Pledged Collateral in which a security interest may be perfected by such registration. The security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing first priority security interest therein, superior and prior to the rights of all other persons therein subject to (1)

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Permitted Priority Liens, and (2) the automatic release of such security interest pursuant to Section 11.4 hereof.

        Each Pledgor shall, at its own cost and expense, subject to the last sentence of this Section 4.3, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein materially adverse to the Administrative Agent or any other Secured Party other than Permitted Priority Liens. Nothing in this Agreement prevents any Pledgor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is, in the judgment of the board of directors of such Pledgor, desirable in the conduct of its business, to the extent permitted by the Credit Agreement.

        There is no (nor will there be any) valid or effective financing statement (or other public notice or similar statement or instrument of registration under the law of any jurisdiction) on file or of record in any public office covering or purporting to cover any interest of any kind in the Pledged Collateral other than financing statements relating to Permitted Liens or financing statements as are to be terminated in connection with the closing of the transactions contemplated by the Credit Agreement (or pursuant to any financing change statement or the equivalent thereof delivered to the Administrative Agent on the Closing Date). So long as any of the Obligations remain unpaid or unperformed, no Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to any Pledged Collateral, except financing statements filed or to be filed in respect of Permitted Liens or financing statements as are to be terminated in connection with the closing of the transactions contemplated by the Credit Agreement (or pursuant to any financing change statement or the equivalent thereof delivered to the Administrative Agent on the Closing Date).

        (a) The exact legal name (in French, English, and French and English, where applicable), type of organization, jurisdiction of organization, and chief executive office and domicile, as applicable, of such Pledgor is indicated next to its name in Schedules 1(a) and 2(a) annexed to the Perfection Certificate. Such Pledgor shall not change (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, its domicile, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), except to a jurisdiction in which the Collateral Agent has registered a security interest against such Pledgor, (iii) its identity or type of organization or corporate structure, or (iv) its jurisdiction of organization (in each case, including, without limitation, by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction) until (A) it shall have given the

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        All Equipment and Inventory of such Pledgor is located at its chief executive office or such other location listed in Schedules 2(a), 2(b), 2(c), 2(d) or 2(e) annexed to the Perfection Certificate. Subject to the provisions of Section 4.13 hereof, such Pledgor shall not move any Equipment or Inventory to any location other than one that is listed in such Schedules of the Perfection Certificate, except for Inventory in transit, with respect to such Pledgor until (i) it shall have given the Administrative Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Administrative Agent may request and (ii) with respect to such new location, such Pledgor shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Pledged Collateral intended to be granted hereby, including, without limitation, where the value of the Collateral owned by such Pledgor and located at such new location, together with the value of

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Collateral owned by any other Pledgor and located at such new location, exceeds or may exceed Cdn.$2,000,000, using commercially reasonable efforts to obtain waivers of landlord's or warehousemen's and/or bailee's liens with respect to such new location, if applicable.

        Such Pledgor has not, during the past five years, been known by or used any other corporate or fictitious name or been a party to any amalgamation, merger or consolidation, or acquired all or substantially all of the assets of any person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in Schedules 1(a), 1(b), 1(c) and 4 annexed to the Perfection Certificate.

        All of the Initial Pledged Shares have been, and to the extent any Pledged Shares are hereafter issued, such shares will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable. All of the Initial Pledged Interests have been fully paid for, and there is no amount or other obligation owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange for or in connection with the issuance of the Initial Pledged Interests or any Pledgor's status as a partner or a member of any issuer of the Initial Pledged Interests.

        No consent of any party (including, without limitation, equity holders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Amendment Effective Date, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

        All information set forth herein, including the schedules annexed hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules annexed to the Perfection Certificate constitutes all of the property of such type of

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Pledged Collateral (other than Intellectual Property Collateral) owned or held by the Pledgors. The Intellectual Property Collateral described in Schedule 12 annexed to the Perfection Certificate constitutes all of the registered Intellectual Property (and all applications therefor) owned or held by the Pledgors, other than Intellectual Property Collateral acquired from Outboard Marine Corporation and that has been abandoned or which the relevant Pledgor does not intend to maintain, none of which is material to the business or operations of such Pledgor.

        Each Pledgor represents and warrants that all Claims imposed upon or assessed against the Pledged Collateral have been paid and discharged except to the extent such Claims constitute a Lien not yet due and payable or are Permitted Liens. Each Pledgor shall comply with all Requirements of Law applicable to the Pledged Collateral the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. Each Pledgor may at its own expense contest the validity, amount or applicability of any Claims so long as the contest thereof shall be conducted in accordance with, and permitted pursuant to the provisions of, the Credit Agreement. Notwithstanding the foregoing provisions of this Section 4.12, (i) no contest of any such obligation may be pursued by such Pledgor if such contest would reasonably be expected to expose the Administrative Agent or any other Secured Party to (A) any possible criminal liability or (B) any additional civil liability for failure to comply with such obligations unless such Pledgor shall have furnished a bond or other security therefor satisfactory to the Administrative Agent, or such Secured Party, as the case may be and (ii) if at any time payment or performance of any obligation contested by such Pledgor pursuant to this Section 4.12 shall become necessary to prevent the imposition of remedies because of non-payment, such Pledgor shall pay or perform the same, in sufficient time to prevent the imposition of remedies in respect of such default or prospective default.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

        Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Administrative Agent and forthwith deliver to the Administrative Agent a pledge amendment, duly executed by such Pledgor, in

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substantially the form of Exhibit 2 annexed hereto (each, a "Pledge Amendment"), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

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        Each Pledgor shall deliver to the Administrative Agent a copy of any notice of default given or received by it under any Organizational Document within fifteen (15) days after such Pledgor gives or receives such notice. No Pledgor will terminate or agree to terminate any Organizational Document or make any amendment or modification to any Organizational Document which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

        Such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other material provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and as of the date hereof, after giving effect to the transactions contemplated by the BRP Acquisition Agreement and both before and after the Amalgamation, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates, if any, delivered to the Administrative Agent) which evidence any Pledged Securities of such Pledgor.

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        ARTICLE VI

        CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL

        For the purpose of enabling the Administrative Agent to exercise rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Administrative Agent, exercisable upon the occurrence and during the continuation of an Event of Default, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Pledgor) to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

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consistent with commercially reasonable business judgment (provided that such Pledgor shall have exercised reasonable business judgment if, among other things, it deems in good faith that such Intellectual Property Collateral is not material to the conduct of its business), (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or any portion thereof material to the conduct of such Pledgor's business, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including, without limitation, a levy or threat of levy or any legal process against such Intellectual Property Collateral or any portion thereof, (v) not license the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Intellectual Property Collateral material to the conduct of such Pledgor's business or the Lien on and security interest in any such Intellectual Property Collateral intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent (such consent not to be unreasonably withheld), (vi) until the Administrative Agent exercises its rights to make collection, use commercially reasonable efforts to keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent's reasonable request therefor detailed statements and amended schedules further identifying and describing the material Intellectual Property Collateral and such other materials evidencing or reports pertaining to such Intellectual Property Collateral as the Administrative Agent may from time to time request. Nothing in this Agreement prevents any Pledgor from discontinuing the use or maintenance of its Intellectual Property Collateral if such Pledgor determines in good faith that such discontinuance is desirable in the conduct of its business, to the extent permitted by the Credit Agreement.

        If any Pledgor shall, at any time before the Obligations have been fulfilled and paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, as promptly as reasonably practicable but in no event later than the next date on which the Canadian Borrower is required to deliver information to the Administrative Agent under Section 6.1 of the Credit Agreement, (i) provide to the Administrative Agent written notice of any of the foregoing and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and

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(ii) of the immediately preceding sentence of this Section 6.3 by execution of an instrument in form reasonably acceptable to the Administrative Agent.

        Each Pledgor authorizes the Administrative Agent to modify this Agreement by amending Schedules 12(a) and 12(b) annexed to the Perfection Certificate solely to include any Intellectual Property Collateral acquired or arising after the date hereof of such Pledgor including, without limitation, any of the items listed in Section 6.3 hereof.

        Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Administrative Agent or the other Secured Parties to enforce the Intellectual Property Collateral material to the conduct of a Pledgor's business and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Administrative Agent, do any and all lawful acts and execute any and all documents requested by the Administrative Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Administrative Agent, as the case may be, for all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6.5 in accordance with Section 11.5 of the Credit Agreement. In the event that the Administrative Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Administrative Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by others and for that purpose agrees to diligently maintain any suit, proceeding or other action against any person so infringing necessary to prevent such infringement.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING ACCOUNTS

        Each Pledgor shall keep and maintain at its own cost and expense complete records of each Account, in a manner consistent with standard business practice, including, without limitation, records of all payments received, all credits granted thereon, all merchandise

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returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor's sole cost and expense, upon the Administrative Agent's demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Accounts, including, without limitation, all documents evidencing Accounts and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may transfer a full and complete copy of any Pledgor's books, records, credit information, reports, memoranda and all other writings relating to the Accounts to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Accounts or the Administrative Agent's security interest therein without the consent of any Pledgor.

        Each Pledgor shall legend, at the request of the Administrative Agent made at any time after the occurrence of any Event of Default and in form and manner reasonably satisfactory to the Administrative Agent, the Accounts and the other books, records and documents of such Pledgor evidencing or pertaining to the Accounts with an appropriate reference to the fact that the Accounts have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein.

        No Pledgor shall rescind or cancel any indebtedness evidenced by any Account or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business, or extend or renew any such indebtedness except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Account or interest therein except in the ordinary course of business without the prior written consent of the Administrative Agent (not to be unreasonably withheld). Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Accounts.

        Each Pledgor shall cause to be collected from the account debtor of each of the Accounts, as and when due in the ordinary course of business (including, without limitation, Accounts that are delinquent, such Accounts to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Account (other than the collection of Accounts which the Pledgor determines in good faith for valid business reasons should not be collected), and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account, except that any Pledgor may, with respect to an Account, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Accounts and such other modifications of payment terms or settlements in respect of Accounts as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor's ordinary course of business. The reasonable costs and out-of-pocket expenses (including, without limitation, reasonable attorneys' fees) of collection, in

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any case, whether incurred by any Pledgor, the Administrative Agent or any other Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS

        No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as permitted by the Credit Agreement.

ARTICLE IX

REMEDIES

        Upon the occurrence and during the continuance of any Event of Default the Administrative Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it:

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be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Administrative Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

        Each Pledgor acknowledges and agrees that, upon the occurrence and during the continuance of any Event of Default, to the extent notice of sale or other disposition of Pledged Collateral shall be required by law, fifteen (15) days' prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters.

        Each Pledgor hereby waives, upon the occurrence and during the continuance of any Event of Default, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agent's taking possession or the Administrative Agent's disposition of any of the Pledged Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, except to the extent caused by the gross negligence, bad faith or willful misconduct of the Administrative Agent, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent's rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Administrative Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence, bad faith or willful misconduct. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

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            Upon the occurrence and during the continuance of an Event of Default:

ARTICLE X

COLLATERAL ACCOUNT/PROCEEDS OF CASUALTY EVENTS AND COLLATERAL
DISPOSITIONS/APPLICATION OF PROCEEDS

            The Canadian Borrower shall establish and maintain a U.S. dollar, Canadian dollar and Euro interest-bearing cash collateral account (collectively, the "Collateral Account") at the Relevant Payment Branch of the Canadian Borrower. Amounts on deposit in the Collateral Accounts from time to time shall only be withdrawn by the Canadian Borrower or

            released or applied by the Administrative Agent as provided in the Credit Agreement or herein, as applicable.

            The Pledgors shall take all actions required by the Credit Agreement with respect to any Net Available Proceeds of any Casualty Event or from the sale or disposition of any Pledged Collateral.

            The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Administrative Agent pursuant to this Agreement, in accordance with the Credit Agreement.

ARTICLE XI

MISCELLANEOUS

            it being understood that neither the Administrative Agent nor any of the other Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

            If any Pledgor shall fail to perform any covenants contained in this Agreement (including, without limitation, such Pledgor's covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any warranty on the part of any Pledgor contained herein shall be breached, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Administrative Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation

which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance in accordance with the provision of Section 4.12 hereof. Any and all amounts so expended by the Administrative Agent shall be paid by the Pledgors in accordance with the provisions of Section 11.5 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Administrative Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints the Administrative Agent its attorney-in-fact upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Administrative Agent's discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Administrative Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

and each such other Pledgor agrees that it shall provide notice to BRP Hungary of the pledge pursuant to this agreement and shall, or shall cause BRP Hungary to (a) make a notation on the list of quotaholders referring to such pledge, (b) submit the notated list of quotaholders to the Court of Registration in Hungary, and (c) retain or deliver to BRP Hungary, as applicable, a copy of the submitted list of quotaholders.

            No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any

other document evidencing the Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

            Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of such Pledgor set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

            THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

            ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO AND ALL COURTS COMPETENT TO HEAR APPEALS THEREFROM AND BY EXECUTION AND DELIVERY HEREOF, EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH PLEDGOR AGREES THAT SERVICE OF PROCESS IN ANY PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE CANADIAN BORROWER AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IF ANY AGENT APPOINTED BY ANY PLEDGOR REFUSES TO ACCEPT SERVICE, SUCH PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT TO BRING PROCEEDINGS AGAINST ANY PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.

            THE PLEDGORS HEREBY IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,

            PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

            Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

            This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

            In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

            No Pledgor shall be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Taxes on the Pledged Collateral or any part thereof.

            Nothing contained in this Agreement shall constitute any consent or request by the Administrative Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Administrative Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

            Nothing set forth in this Agreement shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor's part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation

on the Administrative Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor's part to be so performed or observed or shall impose any liability on the Administrative Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Credit Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. The obligations of each Pledgor contained in this Section 11.14 shall survive the termination hereof and the discharge of such Pledgor's other obligations under this Agreement, the Credit Agreement and the other Credit Documents.

            All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

Signature Page to Amended and Restated Canadian Security Agreement

S- 1

Without limiting the generality of any other provision of this Agreement, and, subject to applicable law, each of the undersigned hereby acknowledges and agrees to the pledge of shares, quotas or units, as applicable, by its shareholder, quotaholder or partner, as applicable, contained in this Agreement. Subject to applicable law, each of the undersigned hereby confirms and, to the extent necessary agrees that the sureties, documents and agreements to which the undersigned is a party listed in the attached Schedule A are and will remain in full force and effect, unamended and continue to secure the Obligations under the Credit Agreement, and each undertakes to perform, to the extent necessary, any and all formalities necessary or useful in relation thereto.

Signature page to Amended and Restated Canadian Security Agreement - Acknowledgement

Signature page to Amended and Restated Canadian Security Agreement - Acknowledgement

1. Agreement on Pledge of Intercompany Receivables, dated as of December 18, 2003, between BRP (Luxembourg) 5 S.à ▇.▇. and Bank of Montreal, as Administrative Agent.
    

2. Pledge Agreement, dated as of December 18, 2003, between Bombardier Recreational Products Inc., Bank of Montreal, as Administrative Agent, and BRP (Luxembourg) 1 S.à ▇.▇.
    

3. Pledge Agreement, dated as of December 18, 2003, between BRP (Luxembourg) 1 S.à ▇.▇., Bank of Montreal, as Administrative Agent, and BRP (Luxembourg) 2 S.à ▇.▇.
    
4. Pledge Agreement, dated as of December 18, 2003, between BRP (Luxembourg) 2 S.à ▇.▇., Bank of Montreal, as Administrative Agent, and BRP (Luxembourg) 3 S.à ▇.▇.
    
5. Pledge Agreement, dated as of December 18, 2003, between BRP (Luxembourg) 3 S.à ▇.▇., Bank of Montreal, as Administrative Agent, and BRP (Luxembourg) 4 S.à ▇.▇.
    
6. Pledge Agreement, dated as of December 18, 2003, between BRP (Luxembourg) 4 S.à ▇.▇., Bank of Montreal, as Administrative Agent, and BRP (Luxembourg) 5 S.à ▇.▇.
    
7. Pledge Agreement, dated as of December 18, 2003, between BRP (Barbados) Inc., Bank of Montreal, as Administrative Agent, and BRP (Luxembourg) 5 S.à ▇.▇.
    
8. Pledge Agreement, dated as of December 18, 2003, between BRP (Barbados) Inc. and Bank of Montreal, as Administrative Agent.
    
9. Belgian Share Pledge Agreement, dated as of December 18, 2003, between BRP (Luxembourg) 5 S.à ▇.▇., Bank of Montreal, as Administrative Agent, and Bombardier Recreational Products Europe NV.
    
10. Austrian Share Pledge Agreement, dated as of December 18, 2003, by and between BRP (Luxembourg) 5 S.à ▇.▇. and Bank of Montreal, as Administrative Agent.
     
11. Agreement on Pledge of Shares, dated as of December 18, 2003, between BRP (Luxembourg) 5 S.à ▇.▇. and Bank of Montreal, as Administrative Agent.
     
12. Share Charge Agreement, dated as of March 12, 2004, between Bombardier Recreational Products Japan Co. Ltd. and Bank of Montreal as Administrative Agent.
     
13. Share Pledge Agreement, dated as of February 16, 2004, between Bombardier Recreational Products Inc. and Bank of Montreal, as Administrative Agent.

Locations for Landlord Lien Waivers/Bailee Letters

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[Form of]

ISSUER'S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges receipt of a copy of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement;" capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 18, 2003, as amended and restated as of February 9, 2005, made by Bombardier Recreational Products Inc., a corporation existing under the Canada Business Corporations Act (the "Canadian Borrower"), the Guarantors party thereto and Bank of Montreal, as Administrative Agent (in such capacity and together with any successors in such capacity, the "Administrative Agent"), (ii) agrees promptly to note on its books the security interests granted to the Administrative Agent and confirmed under the Security Agreement, (iii) agrees that in accordance with and subject to the terms of the Security Agreement it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral without further consent by the applicable Pledgor, (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Administrative Agent therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Securities Collateral thereunder in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee.

[Form of]

SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of [ ], is delivered pursuant to Section 5.1 of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement;" capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 18, 2003, as amended and restated as of February 9, 2005, made by Bombardier Recreational Products Inc., a corporation existing under the Canada Business Corporations Act (the "Canadian Borrower"), the Guarantors party thereto and Bank of Montreal, as Administrative Agent (in such capacity and together with any successors in such capacity, the "Administrative Agent"). The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Obligations.

PLEDGED SECURITIES

INTERCOMPANY NOTES

BANK OF MONTREAL, as Administrative Agent

By: _______________________
        Name:
        Title:

By:  _____________________
         Name:
         Title:

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]
[Address of New Pledgor]

[Date]

____________________

Ladies and Gentlemen:

Reference is made to that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement;" capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 18, 2003, as amended and restated as of February 9, 2005, made by Bombardier Recreational Products Inc., a corporation existing under the Canada Business Corporations Act (the "Canadian Borrower"), the Guarantors party thereto and Bank of Montreal, as Administrative Agent (in such capacity and together with any successors in such capacity, the "Administrative Agent").

This letter supplements the Security Agreement and is delivered by the undersigned, [     ] (the "New Pledgor"), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles 6, 7 and 9 of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement (as to Articles 6, 7 and 9 only) on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor under the Credit Agreement and the Security Agreement. The New Pledgor hereby makes each of the representations and

warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article 5 of the Credit Agreement.

Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[Schedules to be attached]

[Form of]

CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

                                This Control Agreement Concerning Securities Accounts (this "Control Agreement"), dated as of [ ], by and among Bombardier Recreational Products Inc. (the "Canadian Borrower"), Bank of Montreal (the "Administrative Agent") and [ ] (the "Securities Intermediary"), is delivered pursuant to Section 3.4(c) of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement"), dated as of December 18, 2003, as amended and restated as of February 9, 2005, made by and among the Borrower, each of the Guarantors listed on the signature pages thereto (together with the Borrower, the "Pledgors"), in favor of the Administrative Agent, as pledgee, assignee and secured party. This Control Agreement is entered into in connection with the security interests of the Secured Parties granted by the Pledgor in the Designated Securities Accounts described below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Security Agreement.

                                Section 1. Confirmation of Establishment and Maintenance of Designated Accounts. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established for the Pledgor and maintains the securities account(s) listed in Schedule I annexed hereto (such account(s), together with each such other securities account maintained by the Pledgor with the Securities Intermediary collectively, the "Designated Accounts" and each a "Designated Account"), (ii) the Securities Intermediary shall, subject to the terms of this Control Agreement and the Security Agreement, treat the Pledgor as entitled to exercise the rights related to Investment Property which is credited to a Designated Account and (iii) all securities or other property which constitute Investment Property and which are credited to any Designated Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any item of Investment Property credited to any Designated Account be registered in the name of the Pledgor, payable to the order of the Pledgor or specially endorsed to the Pledgor, except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank. For avoidance of doubt, it is noted that the term "Designated Accounts" as used in any security agreement or collateral agreement means both the Designated Accounts hereunder and the "Designated Accounts" in the comparable agreement entered into with respect to any other Pledgor.

                                Section 2. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Designated Account or any Investment Property, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Administrative Agent. The financial assets and other items deposited

to any Designated Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Secured Parties (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees and amounts advanced to settle authorized transactions, and (ii) the face amount of any cheques or other items which have been credited to any Designated Account but are subsequently returned unpaid because of uncollected or insufficient funds).

                                Section 3. Choice of Law. Both this Control Agreement and the

                                Designated Accounts shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

                                Section 4. Conflict with Other Agreements; Amendments. As of the date hereof, there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Designated Account or any Securities credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Administrative Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to creation or perfection of any security interest in, or control of Securities maintained in any of the Designated Accounts without the prior written consent of the Administrative Agent acting in its sole discretion. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

                                Section 5. Certain Agreements.

                                Section 6. Notice of Adverse Claims. Except for the claims and interest of the Administrative Agent and of the Pledgor in the Investment Collateral and other Investment Property, the Securities Intermediary on the date hereof has not received notice of any claim to, or security interest in, any Designated Account or any item of Investment Property credited thereto and has not received notice of any claim that any Person other than the Administrative Agent has been given "control" of any Designated Account. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process and any claim of "control") against any of the Investment Collateral or in any Investment Property carried in any Designated Account constituting Investment Property, the Securities Intermediary will promptly notify the Administrative Agent and the Pledgor thereof.

                                Section 7. Maintenance of Designated Accounts. The Securities Intermediary agrees to maintain the Designated Accounts as follows:

                                Section 8. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

                                The Securities Intermediary has not entered into any other agreement with the Pledgor or Administrative Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with instructions with respect to Investment Property credited to any Designated Account as set forth in Section 3 hereof.

                                Section 9. Successors; Assignment. The terms of this Control Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors and permitted assignees.

                                Section 10. Notices. Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered Canadian mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

                                Section 11. Termination. The rights and powers granted herein to the Administrative Agent have been granted in connection with the security interests of the Secured Parties in the Investment Collateral and other Investment Property maintained in the Designated Accounts, are powers coupled with an interest and will be affected neither by the bankruptcy of the Pledgor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Secured Parties (including, without limitation, by virtue of the notice pursuant to Section 10 hereof) with respect to the Investment Collateral and other Investment Property have been terminated and an Authorized Representative has notified the Securities Intermediary of such termination in writing.

                                Section 12. Definitions. The following terms shall have the following meanings:

                                "Investment Collateral" shall mean, all Investment Property of the Pledgor and, in any event, shall include, without limitation, (i) the Designated Account, (ii) all Investment Property, cash, cheques, drafts, securities and instruments deposited or held or required to be deposited or held in the Designated Account, (iii) all investments and all certificates and instruments, if any, from time to time representing or evidencing any other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing items listed in clauses (i) and (ii) of this definition and (iv) each consent, control or other agreement, including, without limitation, this Control Agreement, entered into by the Pledgor with the Securities Intermediary and all rights, if any, and interests of the Pledgor in, to and under each such consent, control or other agreement; provided, however, that Investment Collateral shall in no event include the Investment Property.

                                Section 13. Severability. If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

                                Section 14. Counterparts. This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any

party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

Designated Account(s)

[Letterhead of Bank of Montreal]

[Date]

[Securities Intermediary] [Address]
Attention:

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in Section 7(i) of the Control Agreement Concerning Designated Accounts dated as of [ ], by and among [ ], us and you (the "Control Agreement;" capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Control Agreement) (a copy of which is attached) we hereby give you notice of our sole control over the Investment Collateral and other items constituting Investment Property maintained in the securities accounts, account numbers: ________________ (the "Specified Designated Accounts"). You are hereby instructed not to accept any direction, instruction or entitlement order with respect to Investment Collateral maintained in the Specified Designated Accounts or the financial assets constituting Investment Property credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [Borrower].

cc: [Borrower]

[Form of]

CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

                                This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this "Control Agreement"), dated as of [ ], by and among [ ] (the "Pledgor"), BANK OF MONTREAL (the "Administrative Agent") and [    ] (the "Bank"), is delivered pursuant to Section 3.4(b) of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement"), dated as of December 18, 2003, as amended and restated as of February 9, 2005, made by Bombardier Recreational Products Inc., each of the Guarantors party thereto from time to time (together with the Borrower, the "Pledgors"), in favor of the Administrative Agent, as pledgee, assignee and secured party. This Control Agreement is entered into in connection with the security interests of the Secured Parties granted by the Pledgor in the Designated Accounts described below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Security Agreement.

                                Section 1. Confirmation of Establishment and Maintenance of Designated Accounts. The Bank hereby confirms that the Bank has established for the Pledgor and maintains the deposit account(s) listed in Schedule 1 annexed hereto (such deposit account(s), together with each such other deposit account maintained by the Pledgor with the Bank collectively, the "Designated Accounts" and each a "Designated Account"). For avoidance of doubt, it is noted that the term "Designated Accounts" as used in any security agreement means both the Designated Accounts hereunder and the "Designated Accounts" in the comparable agreement entered into with respect to any other Pledgor.

                                Section 2. Control. The Administrative Agent shall upon delivery of a Notice of Sole Control (as defined below) be solely authorized to direct the Bank to comply without further consent of the Pledgor or any person acting or purporting to act for the Pledgor being required, with all instructions originated by the Administrative Agent directing disposition of the funds in the Designated Account. The Bank shall comply with instructions directing the disposition of funds in the Designated Account(s) originated by the Pledgor or its authorized representatives until such time as the Administrative Agent delivers a Notice of Sole Control pursuant to Section 8(i) hereof to the Bank, at which time the Bank will comply with instructions originated by the Administrative Agent directing the disposition of the funds in the Designated Account without further consent by the Pledgor. .

                                Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Designated Account, the Bank hereby agrees that such security interest shall be subordinate to that of the Secured Parties. The funds deposited into any Designated Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any

Person other than the Secured Parties (except that the Bank may set off (i) all amounts due to the Bank in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees, and (ii) the face amount of any cheques or other items which have been credited to any Designated Account but are subsequently returned unpaid because of uncollected or insufficient funds).

                                Section 4. Choice of Law. Both this Control Agreement and the Designated Account(s) shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

                                Section 5. Conflict with Other Agreements; Amendments. As of the date hereof, there are no other agreements entered into between the Bank and the Pledgor with respect to any Designated Account or any funds credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Bank and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Administrative Agent shall have received prior written notice thereof. The Bank and the Pledgor will not enter into any other agreement with respect to control of the Designated Accounts without the prior written consent of the Administrative Agent acting in its sole discretion. In the event of any conflict with respect to "control" over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

                                Section 6. Certain Agreements.

                                Section 7. Notice of Adverse Claims. Except for the claims and interest of the Secured Parties and of the Pledgor in the Designated Account(s), the Bank on the date hereof has not received notice of any claim to, or security interest in, any Designated Account

or in any funds credited thereto and has not received notice of any claim that any Person other than the Administrative Agent has been given "control" of any Designated Account or any such funds. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process and any claim of "control") against any funds in any Designated Account, the Bank will promptly notify the Administrative Agent and the Pledgor thereof.

                                Section 8. Maintenance of Designated Accounts. In addition to, and not in lieu of, the obligation of the Bank agreed in Section 2 hereof, the Bank agrees to maintain the Designated Accounts as follows:

                                Section 9. Representations, Warranties and Covenants of the Bank. The Bank hereby makes the following representations, warranties and covenants:

                                Section 10. Successors; Assignment. The terms of this Control Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors and permitted assignees.

                                Section 11. Notices. Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered Canadian mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

                                Section 12. Termination. The rights and powers granted herein to the Administrative Agent have been granted in order to perfect the security interests of the Secured Parties in the Designated Accounts, are powers coupled with an interest and will be affected neither by the bankruptcy of the Pledgor nor by the lapse of time. The obligations of the Bank hereunder shall continue in effect until the termination of the security interests of the Secured Parties (including, without limitation, by virtue of the notice pursuant to Section 11 hereof) with respect to the Designated Account(s) have been terminated and an Authorized Representative has notified the Bank of such termination in writing.

                                Section 13. Severability. If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

                                Section 14. Counterparts. This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

Designated Account(s)

[Letterhead of Bank of Montreal]

[Date]

[Bank]
[Address]

Attention: _______________

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in Section 8(i) of the Control Agreement Concerning Deposit Accounts dated as of [ ], by and among [ ], us and you (the "Control Agreement;" capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Control Agreement) (a copy of which is attached) we hereby give you notice of our sole control over the Designated Account(s), account number(s): ___________________________________ (the "Specified Designated Accounts"). You are hereby instructed not to accept any direction or instructions with respect to the Specified Designated Accounts or any funds credited thereto from any Person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [Borrower]

cc: [Borrower]