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Execution Copy 

 

**AMENDED AND RESTATED CANADIAN SECURITYAGREEMENT**

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 

 

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   TABLE OF CONTENTS  Page   PREAMBLE 1RECITALS 1AGREEMENT 2   ARTICLE I   DEFINITIONS AND    INTERPRETATIONSECTION 1.1.DEFINITIONS3SECTION 1.2.INTERPRETATION12SECTION 1.3.PERFECTION CERTIFICATE12 ARTICLE II   GRANT OF SECURITY    AND SECURED OBLIGATIONSSECTION 2.1.PLEDGE12SECTION 2.2.OBLIGATIONS13SECTION 2.3.SECURITY INTEREST13SECTION 2.4.ATTACHMENT14   ARTICLE III   PERFECTION;    SUPPLEMENTS; FURTHER ASSURANCES;USE OF PLEDGED    COLLATERAL   SECTION 3.1.DELIVERY OF CERTIFICATED SECURITIES  COLLATERAL14SECTION 3.2.PERFECTION OF UNCERTIFICATED SECURITIES  COLLATERAL15SECTION 3.3.MAINTENANCE OF PERFECTED SECURITY INTEREST15SECTION 3.4.OTHER ACTIONS16SECTION 3.5.JOINDER OF ADDITIONAL GUARANTORS19SECTION 3.6.SUPPLEMENTS; FURTHER ASSURANCES19
      PageARTICLE IV   REPRESENTATIONS, WARRANTIES AND    COVENANTSSECTION 4.1.TITLE20SECTION 4.2.VALIDITY OF    SECURITY INTEREST20SECTION 4.3.DEFENSE OF    CLAIMS/TRANSFERABILITY OF  PLEDGED    COLLATERAL21SECTION 4.4.OTHER FINANCING    STATEMENTS21SECTION 4.5.CHIEF EXECUTIVE    OFFICE; CHANGE OF NAME;  JURISDICTION OF    ORGANIZATION21SECTION 4.6.LOCATION OF    INVENTORY AND EQUIPMENT22SECTION 4.7.CORPORATE NAMES;    PRIOR TRANSACTIONS23SECTION 4.8.DUE AUTHORIZATION    AND ISSUANCE23SECTION 4.9.NO CONFLICTS,    CONSENTS, ETC23SECTION 4.10.PLEDGED    COLLATERAL23SECTION 4.11.INSURANCE24SECTION 4.12.PAYMENT OF TAXES;    COMPLIANCE WITH LAWS;  CONTESTING LIENS;    CLAIMS24 ARTICLE V   CERTAIN PROVISIONS CONCERNING    SECURITIES COLLATERALSECTION 5.1.PLEDGE OF    ADDITIONAL SECURITIES COLLATERAL24SECTION 5.2.VOTING RIGHTS;    DISTRIBUTIONS; ETC25SECTION 5.3.ORGANIZATIONAL    DOCUMENTS26SECTION 5.4.DEFAULTS, ETC26SECTION 5.5.CERTAIN    AGREEMENTS OF PLEDGORS AS ISSUERS  AND HOLDERS OF    EQUITY INTERESTS26   ARTICLE VI   CERTAIN PROVISIONS CONCERNING    INTELLECTUAL PROPERTY    COLLATERAL SECTION 6.1.GRANT OF LICENSE27SECTION 6.2.PROTECTION OF    ADMINISTRATIVE AGENT'S  SECURITY27SECTION 6.3.AFTER-ACQUIRED    PROPERTY28SECTION 6.4.MODIFICATIONS29SECTION 6.5.LITIGATION29
  PageARTICLE VII   CERTAIN    PROVISIONS CONCERNING ACCOUNTSSECTION 7.1.MAINTENANCE OF RECORDS29SECTION 7.2.LEGEND30SECTION 7.3.MODIFICATION OF TERMS, ETC30SECTION 7.4.COLLECTION30   ARTICLE VIII   TRANSFERSSECTION 8.1.TRANSFERS OF PLEDGED COLLATERAL31   ARTICLE IX   REMEDIESSECTION 9.1.REMEDIES31SECTION 9.2.NOTICE OF SALE33SECTION 9.3.WAIVER OF NOTICE AND CLAIMS33SECTION 9.4.CERTAIN SALES OF PLEDGED COLLATERAL33SECTION 9.5.NO WAIVER; CUMULATIVE REMEDIES34SECTION 9.6.CERTAIN ADDITIONAL ACTIONS REGARDING  INTELLECTUAL PROPERTY35   ARTICLE X   COLLATERAL    ACCOUNT/PROCEEDS OF CASUALTY EVENTS AND COLLATERAL    DISPOSITIONS/APPLICATION OF PROCEEDSSECTION 10.1.COLLATERAL ACCOUNT35SECTION 10.2. PROCEEDS OF CASUALTY EVENTS AND  COLLATERAL DISPOSITIONS36SECTION 10.3.APPLICATION OF PROCEEDS36 ARTICLE XI   MISCELLANEOUSSECTION 11.1. CONCERNING ADMINISTRATIVE AGENT36SECTION 11.2. ADMINISTRATIVE AGENT MAY PERFORM;  ADMINISTRATIVE AGENT APPOINTED  ATTORNEY-IN-FACT37
     PageSECTION 11.3.    CONTINUING SECURITY INTEREST; ASSIGNMENT;                                ACKNOWLEDGEMENT38SECTION 11.4.    TERMINATION; RELEASE39SECTION 11.5.    MODIFICATION IN WRITING39SECTION 11.6.    NOTICES40SECTION 11.7.    GOVERNING LAW40SECTION 11.8.    CONSENT TO JURISDICTION AND SERVICE OF                               PROCESS; WAIVER OF JURY TRIAL40SECTION 11.9.    SEVERABILITY OF PROVISIONS41SECTION 11.10.    EXECUTION IN COUNTERPARTS41SECTION 11.11.    BUSINESS DAYS41SECTION 11.12. NO    CREDIT FOR PAYMENT OF TAXES OR                                 IMPOSITION41SECTION 11.13. NO    CLAIMS AGAINST ADMINISTRATIVE AGENT41SECTION 11.14. NO    RELEASE41SECTION 11.15.    OBLIGATIONS ABSOLUTE42  SIGNATURES   SCHEDULE 3.4    Locations for Landlord Lien Waivers/Bailee LettersSCHEDULE 4.9    Required Consents  EXHIBIT 1Form of Issuers    AcknowledgmentEXHIBIT 2Form of    Securities Pledge AmendmentEXHIBIT 3Form of Joinder    AgreementEXHIBIT 4Form of Control    Agreement Concerning Securities AccountsEXHIBIT 5Form of Control    Agreement Concerning Deposit Accounts
 

AMENDED AND RESTATED CANADIAN SECURITYAGREEMENT 

        This AMENDED ANDRESTATED CANADIAN SECURITY AGREEMENT dated as of December 18, 2003 (as amended,amended and restated, supplemented or otherwise modified from time to time inaccordance with the provisions hereof, the "Agreement") made by BombardierRecreational Products Inc., a corporation existing under the federal laws ofCanada (the "Canadian Borrower") and the Guarantors listed on the signaturepages hereto at such date and existing on the date hereof (the "OriginalGuarantors") and the Guarantors listed on the signature pages hereto on the datehereof and the Guarantors from time to time party hereto by execution of ajoinder agreement (collectively, the "Additional Guarantors") and, together withthe Original Guarantors and 4279174 Canada Inc. ("4279174"), (the "Guarantors"),as pledgors, assignors and debtors (the Canadian Borrower, together with theGuarantors, in such capacities and in the capacities described below andtogether with any successors in such capacities, the "Pledgors," and each, a "Pledgor"),in favor of Bank of Montreal, in its capacity as administrative agent pursuantto the Credit Agreement (as hereinafter defined), as pledgee, assignee andsecured party (in such capacities and together with any successors in suchcapacities, the "Administrative Agent") is amended and restated as of thisFebruary 9, 2005. 

R E C I T A L S : 

        A. The CanadianBorrower, 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. TermBorrower (collectively, the "Original U.S. Borrowers"), J.A. Bombardier (J.A.B.)Inc., the guarantors party thereto from time to time, Merrill Lynch & Co.,Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Global TransactionCoordinator, Royal Bank of Canada, as Canadian Transaction Coordinator, MerrillLynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBSSecurities LLC, as Joint Book Runners and Lead Arrangers of the Term Facilities,BMO Nesbitt Burns Inc. and Royal Bank of Canada, as Joint Book Runners and LeadArrangers of the Revolving Facilities, Bank of Montreal, as AdministrativeAgent, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & SmithIncorporated, UBS Securities LLC and Royal Bank of Canada as Co-SyndicationAgents and the lenders party thereto from time to time (the "Lenders") enteredinto 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 CanadianBorrower and BRP Holding LP are prepaying the entire outstanding amount of theCanadian Term Facility and the U.S. Term Facility under the Original CreditAgreement (each as defined therein), and in connection with such prepayment andto make such other amendments as are evidenced thereby, the Lenders, MerrillLynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank ofCanada, UBS Securities LLC, BMO Nesbitt Burns Inc., Bank of Montreal, theCanadian Borrower and BRP US Inc. (the "US Revolving Borrower" and, togetherwith the Canadian Borrower, the "Borrowers") and the Guarantors on the datehereof are entering into an amendment and restatement of the Original CreditAgreement as of February 9, 2005 (the "Credit Agreement"). 

 

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        C. Each OriginalGuarantor, 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 Documentsand, pursuant to the Credit Agreement, among other things, has reaffirmed itsguarantee or, in the case of 4279174, entered into a guarantee, of theobligations of the Canadian Borrower under the Credit Agreement and the otherCredit Documents. 

        D. Each Pledgorhas, pursuant to the Original Credit Agreement, among other things,unconditionally guaranteed the obligations of the Original U.S. Borrowers underthe Credit Agreement and, pursuant to the Credit Agreement, each Pledgor has,among other things, provided a guarantee (or reaffirmed its guarantee under theOriginal 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 theexecution, delivery and performance of the obligations under the CreditAgreement and the other Credit Documents and each is, therefore, willing toenter into this Agreement. 

        F. The Pledgorshave, from time to time entered into, and it is contemplated that one or more ofthe Pledgors may enter into one or more Interest Rate Protection Agreements,foreign currency exchange agreements, commodity price protection agreements orother interest or currency exchange rate or commodity price hedging arrangementswith one or more of the Lenders or their respective Affiliates designed to alterthe risks arising from the fluctuations in interest rates, currency values orcommodity prices with respect to Loans under the Credit Agreement (any suchagreement or arrangement, a "Hedging Agreement").****
        G.Each Pledgor is or, as to the Pledged Collateral acquired by such Pledgor afterthe date hereof will be, the legal and/or beneficial owner of the PledgedCollateral pledged by it hereunder. 

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

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

A G R E E M E N T : 

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

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ARTICLE I 

DEFINITIONS AND INTERPRETATION 

         SECTION 1.1.Definitions. 
        (a)Unless otherwise definedherein, terms used herein that are defined in the PPSA shall have the meaningsassigned to them in the PPSA. 
        (b)Capitalized terms usedbut not otherwise defined herein that are defined in the Credit Agreement shallhave the meanings given to them in the Credit Agreement. 
        (c) The followingterms shall have the following meanings: 

        "4279174" means 4279174 Canada Inc. 

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

        "AdditionalGuarantors" shall have the meaning assigned to such term in the Preamblehereof. 

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

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        "AdditionalPledged Shares" shall mean, collectively, with respect to each Pledgor, (i)all options, warrants, rights, agreements, additional shares of capital stock ofwhatever class of any issuer of the Initial Pledged Shares or any other equityinterest in any such issuer, together with all rights, privileges, authority andpowers of such Pledgor relating to such interests issued by any such issuerunder the Organizational Document of any such issuer, and the certificates,instruments and agreements representing such interests and any and all interestof such Pledgor in the entries on the books of any financial intermediarypertaining to such interests, from time to time acquired by such Pledgor in anymanner and (ii) all the issued and outstanding shares of capital stock of eachcorporation hereafter acquired or formed by such Pledgor and all options,warrants, rights, agreements or additional shares of capital stock of whateverclass of such corporation, together with all rights, privileges, authority andpowers of such Pledgor relating to such shares or under the OrganizationalDocument of such corporation, and the certificates, instruments and agreementsrepresenting such shares and any and all interest of such Pledgor in the entrieson the books of any financial intermediary pertaining to such shares, from timeto time acquired by such Pledgor in any manner. 

        "AdministrativeAgent" 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. 

        "CanadianBorrower" shall have the meaning assigned to such term in the Preamblehereof. 

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

        "CollateralAccounts" shall mean the collateral accounts established pursuant to Section10.1 hereof and all property from time to time on deposit therein. 

        "CommodityAccount" shall mean, any account maintained by a Pledgor with any CommodityIntermediary in which commodity futures contracts, commodity futures options orother contracts or options traded on or dealt in upon a commodity futuresexchange (as such terms are defined in the *Commodity Futures Act*(Ontario)) are or may be carried. 
        "CommodityAccount Control Agreement" shall mean, a commodity account control agreementin a form and substance that is reasonably satisfactory to the Pledgor and theAdministrative Agent. 

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        "Commodity Intermediary" means any person registered as a dealer under thecommodity futures laws of Ontario or any other jurisdiction, or that in theordinary course of its business provides clearance or settlement services for acommodity futures exchange (as such term is defined in the *Commodity Futures Act*(Ontario)), and is acting in that capacity. 
        "Contested Liens" shall mean, collectively, any Liens incurred in respect ofany Claims to the extent that the amounts owing in respect thereof are not yetdelinquent or are being contested and otherwise comply with the provisions ofSection 4.12 hereof; provided, however, that such Liens shall in all respects besubject and subordinate in priority to the Lien and security interest createdand evidenced by this Agreement, except if and to the extent that the law orregulation creating, permitting or authorizing such Lien provides that such Lienmust be superior to the Lien and security interest created and evidenced hereby.

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

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

        "Copyrights" shall mean, collectively, with respect to each Pledgor, allcopyrights (whether statutory or common law, whether established or registeredin Canada or any other country or any political subdivision thereof, whetherregistered or unregistered and whether published or unpublished) and allcopyright registrations and applications made by such Pledgor, in each case,whether now owned or hereafter created or acquired by or assigned to suchPledgor, including, without limitation, the copyright registrations andapplications listed in Schedule 12(b) annexed to the Perfection Certificate,together with any and all (i) rights and privileges arising under applicable lawwith 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 futureinfringements thereof, (iv) rights corresponding thereto throughout the worldand (v) rights to sue for past, present or future infringements thereof. "CreditAgreement" shall have the meaning assigned to such term in Recital B hereof.

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

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

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Collateral Account and all accounts and sub-accounts relatingto any of the foregoing accounts and (ii) all cash, funds, cheques, notes andinstruments from time to time on deposit in any of the accounts or sub-accountsdescribed 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 orprincipal, income, interest, profits and other property, interests (debt orequity) or proceeds, including as a result of a split, revision,reclassification or other like change of the Pledged Securities, from time totime received, receivable or otherwise distributed to such Pledgor in respect ofor in exchange for any or all of the Pledged Securities or Intercompany Notes.

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

(a)the right to receive  any payment of money (including, without limitation, Accounts and General  Intangibles); and 
(b)any Proceeds,  substitutions or replacements of any Special Property (unless such Proceeds,  substitutions or replacements would constitute Special Property). 
        "GeneralIntangibles" shall mean, collectively, with respect to each Pledgor, all"intangibles," as such term is defined in the PPSA, of such Pledgor and, in anyevent, 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 theMortgaged Property, (iii) any and all other rights, claims, choses-in-action andcauses of action of such Pledgor against any other person and the benefits ofany and all collateral or other security given by any other person in connectiontherewith, (iv) all guarantees, endorsements and indemnifications on, or of, anyof the Pledged Collateral or any of the Mortgaged Property, (v) all lists,books, records, correspondence, ledgers, print-outs, files (whether in printedform or stored electronically), tapes and other papers or materials containinginformation relating to any of the Pledged Collateral or any of the MortgagedProperty, 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 programsand the like, field repair data, accounting information pertaining to suchPledgor's operations or any of the Pledged Collateral or any of the MortgagedProperty and all media in which or on which any of the information or knowledgeor data or records may be recorded or stored and all computer programs used forthe compilation or printout of such information, knowledge, records or data,(vi) all licenses, consents, permits, variances, certifications, authorizationsand approvals, however characterized, of any Governmental Authority (or anyperson acting on behalf of a Governmental Authority) now or hereafter acquiredor held by such Pledgor pertaining to operations now or hereafter conducted bysuch Pledgor or any of the Pledged Collateral or any of the Mortgaged Propertyincluding, without limitation, building permits, certificates of occupancy,environmental certificates, industrial permits or licenses and certificates ofoperation and (vii) all rights to reserves, deferred payments, deposits,refunds, indemnification of claims to the extent the foregoing relate to anyPledged Collateral or 

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

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

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

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

        "IndustrialDesigns" shall mean, collectively, with respect to each Pledgor, allindustrial designs issued or assigned to and all industrial design applicationsand registrations made by such Pledgor (whether established or registered orrecorded in Canada or any other country or any political subdivision thereof),including, without limitation, those industrial design applications andregistrations listed in Schedule 12(a) annexed to the Perfection Certificate,together with any and all (i) rights and privileges arising under applicable lawwith respect to such Pledgor's use of any industrial designs, (ii) inventionsand 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 dueand/or payable thereunder and with respect thereto including, withoutlimitation, damages and payments for past, present or future infringementsthereof, (v) rights corresponding thereto throughout the world and (vi) rightsto sue for past, present or future infringements thereof. 

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

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

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capital stock and any and all interest of such Pledgor in theentries on the books of any financial intermediary pertaining to the InitialPledged Shares. 

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

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

        "IntercompanyNotes" shall mean, with respect to each Pledgor, all intercompany notesdescribed in Schedule 10 annexed to the Perfection Certificate and intercompanynotes hereafter acquired by such Pledgor and all certificates, instruments oragreements evidencing such intercompany notes, and all assignments, amendments,restatements, supplements, extensions, renewals, replacements or modificationsthereof to the extent permitted pursuant to the terms hereof. 

        "InvestmentProperty" shall mean a Security, excluding, however, the SecuritiesCollateral. 

        "JoinderAgreement" shall mean an agreement substantially in the form annexed heretoas 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 agreementswith any other party with respect to any Patent, Industrial Design, Trademark orCopyright or any other patent, industrial design, trademark or copyright, alldistribution agreements (to the extent such agreements grant rights in any ofthe foregoing) with, and covenants not to sue, any other party with respect toany 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 inSchedules 12(a) and 12(b) annexed to the Perfection Certificate, together withany and all (i) renewals, extensions, supplements and continuations thereof,(ii) income, fees, royalties, damages, claims and payments now and hereafter dueand/or payable thereunder and with respect thereto including, withoutlimitation, damages and payments for past, present or future infringements orviolations thereof, (iii) rights to sue for past, present and futureinfringements or violations thereof, and (iv) other rights to use, exploit orpractice any or all of the Patents, Industrial Designs, Trademarks or Copyrightsor any other patent, industrial design, trademark or copyright. 

        "MortgagedProperty" shall mean all "Mortgaged Properties" (as defined in each of theMortgages) 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 principalor interest thereon or otherwise) of the Pledgors to the Secured Parties underthe Credit Documents 

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and includes, without limitation, the "Obligations", as suchterm is defined in the Credit Agreement.****
        "OrganizationalDocument" shall mean, relative to any Person, its certificate ofincorporation, its by-law, its partnership or membership agreement, itsmemorandum and articles of association, articles of incorporation, continuation,amalgamation and amendment, share designations or similar organizationaldocuments and all shareholder agreements, voting trusts and similar arrangementsapplicable to any of its authorized Equity Interests. 

        "OriginalCanadian Security Agreement" shall have the meaning assigned to such term inthe preamble of this Agreement. 

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

        "OriginalGuarantors" shall have the meaning assigned to such term in the preamble ofthis Agreement. 

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

        "PPSA" shallmean the *PersonalProperty Security Act*(Ontario) as in effect from time to time; provided, however, that if by reasonof mandatory provisions of law, any or all of the attachment, perfection orpriority of the Administrative Agent's and the Secured Parties' securityinterest in any item or portion of the Pledged Collateral is governed bypersonal property security legislation of a jurisdiction other than the Provinceof Ontario, the term "PPSA" shall mean such personal property securitylegislation as in effect from time to time of such other jurisdiction for thepurposes of the provisions hereof relating to such attachment, perfection orpriority and for purposes of definitions relating to such provisions. 
        "Patents"shall mean, collectively, with respect to each Pledgor, all patents issued orassigned to and all patent applications and registrations made by such Pledgor(whether established or registered or recorded in Canada or any other country orany political subdivision thereof), including, without limitation, those patentapplications and registrations listed in Schedule 12(a) annexed to thePerfection Certificate, together with any and all (i) rights and privilegesarising 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-partthereof, (iv) income, fees, royalties, damages, claims and payments now orhereafter due and/or payable thereunder and with respect thereto including,without limitation, damages and payments for past, present or futureinfringements thereof, (v) rights corresponding thereto throughout the world and(vi) rights to sue for past, present or future infringements thereof. 

        "PerfectionCertificate" shall mean that certain perfection certificate dated December18, 2003, executed and delivered by the Canadian Borrower and others in favor ofthe Administrative Agent for the benefit of the Secured Parties, and each otherPerfection Certificate (which shall be in form and substance reasonablyacceptable to the Administrative Agent) executed and delivered by the applicableGuarantor in favor of the Administrative Agent for the 

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

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

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

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

        "PledgedInterests" shall mean, collectively, the Initial Pledged Interests and theAdditional Pledged Interests; 

        "PledgedSecurities" shall mean, collectively, the Pledged Interests, the PledgedShares and the Successor Interests. 

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

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

        "SecuredParties" shall mean, collectively, the Administrative Agent, each otherAgent, the Lenders and each party to a Hedging Agreement relating to the Loansif at the date of entering into such Hedging Agreement such person was a Lenderor an Affiliate of a Lender and such person executes and delivers to theAdministrative Agent a letter agreement in form and substance acceptable to theAdministrative Agent pursuant to which such person (i) appoints theAdministrative 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.

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

        "SecuritiesAccount Control Agreement" shall mean an agreement substantially in the formannexed hereto as Exhibit 4 with such changes as are reasonably acceptable tothe applicable Pledgor and the Administrative Agent or such other agreement inform and substance as is reasonably satisfactory to the applicable Pledgor andthe Administrative Agent. 

        "SecuritiesCollateral" shall mean, collectively, the Pledged Securities, theIntercompany Notes and the Distributions. 

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

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        "SpecialProperty" shall mean: 

(a)any contract,    instrument, permit, lease or license or other document as to which and for    so long as the creation of a security interest would constitute a violation    of a valid and enforceable restriction in favour of a third party on such    creation unless and until any required consents were obtained; 
(b)any contract, instrument,    permit, lease, license or other document as to which and for so long as the    creation of a security interest would give any other party to such contract,    instrument, permit, lease, license or other document the right to terminate    its obligations thereunder; 
(c)any contract, instrument,    permit, lease or license or other document to the extent that and for so    long as any Requirement of Law applicable thereto prohibits the creation of    a security interest therein; and 
(d)Equipment owned by any    Pledgor on the date hereof or hereafter acquired that is subject to a Lien    securing obligations under or in respect of any Capital Lease, Synthetic    Lease or Purchase Money Obligations permitted to be incurred under the    provisions of the Credit Agreement if, and for so long as, the contract or    other agreement in which such Lien is granted (or the documentation    providing for such obligations under or in respect of any Capital Lease,    Synthetic Lease or Purchase Money Obligations) would not permit such    Equipment to be subject to the security interests and Liens created under    this Agreement; and 
(e)Accounts or Chattel Paper    and related assets in connection with any Permitted Receivables Facility and    any assets directly related thereto, including all collateral securing such    Account, Chattel Paper and other assets (including contract rights and all    guarantees or other obligations in respect of such Accounts or Chattel    Paper, proceeds of such Accounts or Chattel Paper and other assets) that are    sold or transferred to, or with respect to which a security interest is    granted to, any Person (other than a Pledgor) in connection with a Permitted    Receivables Facility (but in any event excluding proceeds paid or payable    to, or received or receivable by, a Pledgor in consideration of such sale or    transfer. 
        "SuccessorInterests" shall mean, collectively, with respect to each Pledgor, allEquity Interests of the successor corporation or interests or certificates ofthe successor limited liability company, partnership or other entity owned bysuch Pledgor (unless such successor is such Pledgor itself) formed by orresulting from any consolidation or merger in which any person listed inSchedule 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 tradenames, whether registered or unregistered, owned by or assigned to such Pledgorand all registrations and applications for the foregoing (whether statutory orcommon law and whether established or registered in Canada or any other countryor 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 andprivileges arising under applicable law with respect to such Pledgor's use ofany trademarks, (ii) reissues, continuations, extensions and renewals thereof,(iii) income, fees, royalties, damages and payments now and hereafter due and/orpayable 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 sue forpast, present and future infringements thereof. 

        "UCC" shallmean the Uniform Commercial Code as in effect from time to time in the State ofNew York. 

        SECTION 1.2.Interpretation. 
The rules of interpretation specified in the Credit Agreementshall be applicable to this Agreement. 

        SECTION 1.3.Perfection Certificate.
The Administrative Agent and each Secured Party agree that thePerfection Certificate and all descriptions of Pledged Collateral, schedules,amendments and supplements thereto are incorporated herein by reference and areand shall at all times remain a part of this Agreement. 

ARTICLE II 

GRANT OF SECURITY AND SECURED OBLIGATIONS

        SECTION 2.1.Pledge. 
As continuing collateral security for the payment andperformance in full of its Obligations, each Pledgor hereby pledges and grantsto the Administrative Agent for the benefit of the Secured Parties, a lien onand security interest in and to all of the right, title and interest of suchPledgor in, to and under the following property, wherever located, whether nowexisting or hereafter arising or acquired from time to time (collectively, the"Pledged Collateral"): 

(i)all Accounts; 
(ii)all Equipment, Goods  and Inventory; 
(iii)  all Documents of Title, Instruments and Chattel Paper; 

(iv) all Securities Collateral;  

(v) the Collateral Accounts;  

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(vi)all Investment  Property; 
(vii)all Intellectual  Property Collateral; 
(viii)all General  Intangibles; 
(ix)all Deposit Accounts, Securities  Accounts and Commodity Accounts; 

(x)all Acquisition Document Rights;  

(xi)all books and  records relating to the Pledged Collateral; and 
            (xii)to the extent not covered byclauses (i) through (xi) of this sentence, all other personal property of suchPledgor, whether tangible or intangible and all Proceeds and products of each ofthe foregoing and all accessions to, substitutions and replacements for, andrents, profits and products of, each of the foregoing, any and all proceeds ofany insurance, indemnity, warranty or guaranty payable to such Pledgor from timeto time with respect to any of the foregoing. 
       Notwithstanding anything to the contrary contained in clauses (i) through (xii)above, the security interest created by this Agreement shall not extend to, andthe 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 ofthe 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 theleasehold interest or any part thereof the Pledgor shall stand possessed of suchlast day in trust to assign the same as the Administrative Agent shall direct.

       SECTION 2.2.Obligations. 
        ThisAgreement secures, and the Pledged Collateral is continuing collateral securityfor, the payment and performance in full when due of the Obligations. 

       SECTION 2.3.Security Interest. 
        (a)Each Pledgor herebyirrevocably authorizes the Administrative Agent at any time and from time totime to file in any relevant jurisdiction any initial financing statements(including fixture filings) and amendments thereto that contain the informationrequired by the PPSA of each applicable jurisdiction, the UCC or the personalproperty security legislation of any other jurisdiction, for the filing of anyfinancing statement, financing change statement or amendment relating to thePledged Collateral, including, without limitation, (i) whether such Pledgor isan organization, the type of organization, (ii) any financing, financing changeor continuation statements or other documents without the signature of suchPledgor where permitted by law, including, without limitation, the filing of afinancing statement describing the Pledged Collateral as "all assets in whichthe Pledgor now owns or hereafter acquires rights" and (iii) in the case of afinancing statement filed as a fixture filing, a sufficient description of thereal property to which such Pledged Collateral relates. Each Pledgor agrees to

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provide all information described in the immediately precedingsentence to the Administrative Agent promptly upon request. 

        (b)Each Pledgor herebyratifies its authorization for the Administrative Agent to file in any relevantjurisdiction any initial financing statements, financing change statements oramendments relating to the Pledged Collateral if filed prior to the date hereofor prior to the date of such Pledgor's joinder to this Agreement pursuant toSection 3.5. 
        SECTION 2.4.Attachment. 
        The AdministrativeAgent and each Pledgor acknowledge and agree that value has been given for thegranting of the security interests granted hereby and that they have not agreedto postpone the time for attachment, except for after-acquired property formingpart of the Pledged Collateral, the attachment to which will occur forthwithupon the relevant Pledgor acquiring rights thereto. 

ARTICLE III 

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;USE OF PLEDGED COLLATERAL 

        SECTION 3.1.Delivery of CertificatedSecurities Collateral. 
        Each Pledgorrepresents and warrants that (a) all certificates, agreements or instrumentsrepresenting or evidencing the Securities Collateral in existence on the datehereof 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 theAdministrative Agent in suitable form for transfer by delivery or accompanied byduly executed instruments of transfer or assignment in blank, and theAdministrative Agent has a perfected first priority security interest in theSecurities Collateral so delivered to the Administrative Agent. Each Pledgorhereby agrees that all certificates, agreements or instruments representing orevidencing Securities Collateral that are acquired by such Pledgor after thedate hereof, shall promptly upon receipt thereof by such Pledgor be delivered toand held by or on behalf of the Administrative Agent pursuant hereto. Allcertificated Securities Collateral shall be in suitable form for transfer bydelivery or shall be accompanied by duly executed instruments of transfer orassignment in blank, all in form and substance reasonably satisfactory to theAdministrative Agent. The Administrative Agent shall have the right, at any timeupon the occurrence and during the continuance of any Event of Default, toendorse, assign or otherwise transfer to or to register in the name of theAdministrative Agent or any of its nominees or endorse for negotiation any orall of the Securities Collateral, without any indication that such SecuritiesCollateral is subject to the security interest hereunder. In addition, upon theoccurrence and during the continuance of an Event of Default, the AdministrativeAgent shall have the right at any time to exchange 

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certificates representing or evidencing Securities Collateralfor certificates of smaller or larger denominations. 

        SECTION 3.2.Perfection ofUncertificated Securities Collateral. 
        Each Pledgorrepresents and warrants that the Administrative Agent has a perfected firstpriority security interest in all uncertificated Pledged Securities pledged byit hereunder that are in existence on the date hereof subject to PermittedPriority Liens. Each Pledgor hereby agrees that if any of the Pledged Securitiesare at any time not evidenced by certificates of ownership, then each applicablePledgor shall, to the extent permitted by applicable law, cause such pledge tobe recorded on the equity holder register or the books of the issuer, cause theissuer to execute and deliver to the Administrative Agent an acknowledgment ofthe pledge of such Pledged Securities substantially in the form of Exhibit 1annexed hereto, execute any customary pledge forms or other documents necessaryor appropriate to complete the pledge and give the Administrative Agent theright to transfer such Pledged Securities upon the occurrence and during thecontinuance of an Event of Default, under the terms hereof and, upon request,provide to the Administrative Agent an opinion of counsel, in form and substancereasonably satisfactory to the Administrative Agent, confirming such pledge andperfection thereof. 

        SECTION 3.3.Maintenance of PerfectedSecurity Interest. 
        Each Pledgor agreesthat at the sole cost and expense of the Pledgors, (i) such Pledgor willmaintain the security interest created by this Agreement in the PledgedCollateral as a perfected first priority security interest subject to PermittedPriority Liens, and shall (subject to the final sentence of this Section) defendsuch security interest against the claims and demands of all persons (other thanthe holders of Permitted Priority Liens), (ii) such Pledgor shall furnish to theAdministrative Agent from time to time statements and schedules furtheridentifying and describing the Pledged Collateral and such other reports inconnection with the Pledged Collateral as the Administrative Agent mayreasonably request, all in reasonable detail and (iii) at any time and from timeto time, upon the written request of the Administrative Agent, such Pledgorshall promptly and duly execute and deliver, and file and have recorded, suchfurther instruments and documents and take such further action as theAdministrative Agent may reasonably request for the purpose of obtaining orpreserving the full benefits of this Agreement and the rights and powers hereingranted, including the filing of any financing statements, financing changestatements, continuation statements and other documents (including theAgreement) under the PPSA (or other similar laws) in effect in any jurisdictionwith respect to the security interest created hereby and the execution anddelivery of Control Agreements, all in form reasonably satisfactory to theAdministrative Agent and in such offices (including, without limitation, theoffices maintained under the *Trade Marks Act*(Canada) andthe *Patent Act*(Canada)) wherever required by law to perfect, publish notice of, continue andmaintain a valid, enforceable, first priority security interest in the PledgedCollateral (subject to Permitted Priority Liens) as provided herein and topreserve the other rights and interests granted to the Administrative Agenthereunder, as against third parties, with respect to the Pledged Collateral.Nothing in this Agreement prevents any Pledgor from discontinuing the operationor maintenance of any of its assets or properties if such Pledgor determines ingood faith that such 

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

        SECTION 3.4.Other Actions. 
In order to further insure the attachment, perfection andpriority of, and the ability of the Administrative Agent to enforce, theAdministrative Agent's security interest in the Pledged Collateral, each Pledgorrepresents (as to itself) as follows and agrees, in each case at such Pledgor'sown expense, to take the following actions with respect to the following PledgedCollateral: 

        (a)Instruments and  Chattel Paper. As of the date hereof (i) no amounts in the aggregate in excess  of Cdn.$1,000,000, or the equivalent amount in another currency, payable under  or in connection with any of the Pledged Collateral are evidenced by any  Instrument or Chattel Paper other than such Instruments and Chattel Paper  listed in Schedule 10 annexed to the Perfection Certificate and (ii) each  Instrument and each item of Chattel Paper listed in Schedule 10 annexed to the  Perfection Certificate has been properly endorsed, assigned and delivered to  the Administrative Agent, accompanied by instruments of transfer or assignment  duly executed in blank. If after the date hereof any amounts in the aggregate  in excess of Cdn.$1,000,000, or the equivalent amount in another currency,  payable under or in connection with any of the Pledged Collateral shall be  evidenced by any Instrument or Chattel Paper, the Pledgor acquiring such  Instrument or Chattel Paper shall either (a) forthwith endorse, assign and  deliver the same to the Administrative Agent as additional Pledged Collateral,  accompanied by such instruments of transfer or assignment duly executed in  blank as the Administrative Agent may from time to time specify, or (b)  maintain possession of such Chattel Paper in the Province of Quebec at all  times. 
        (b)Deposit Accounts. (i)  Each Pledgor has neither opened nor maintains as of the date hereof any  Deposit Accounts other than the accounts listed in Schedule 13(a) annexed to  the Perfection Certificate, and (ii) the Administrative Agent has a perfected  first priority security interest in each Deposit Account listed in Schedule  13(a) annexed to the Perfection Certificate. No Pledgor shall hereafter  establish and maintain any Deposit Account unless the applicable bank or other  financial institution with which such Deposit Account is maintained and such  Pledgor shall have duly executed and delivered to the Administrative Agent a  Deposit Account Control Agreement with respect to such Deposit Account. Each  Pledgor agrees that at the time it establishes any additional Deposit Accounts  it shall enter into a duly authorized, executed and delivered Deposit Account  Control Agreement with respect to such Deposit Account. The Administrative  Agent agrees with each Pledgor that the Administrative Agent shall not give  any instructions directing the disposition of funds from time to time credited  to any Deposit Account or withhold any withdrawal rights from such Pledgor  with respect to funds from time to time credited to any Deposit Account unless  an Event of Default has occurred and is continuing, or, after giving effect to  any withdrawal, would occur. The provisions of this Section 3.4(b) shall not  apply to (a) the Collateral Accounts or to any other Deposit Accounts for  which the Administrative Agent is the depositary bank, (b) any Deposit Account  for which a Pledgor, the depositary bank or other financial institution and  the 

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Administrative Agent have entered into a cash collateral  agreement specifically negotiated among such Pledgor, the depositary bank or  other financial institution and the Administrative Agent for the specific  purpose set out therein, (c) any Deposit Account or Deposit Accounts opened or  maintained by a Pledgor other than the Canadian Borrower with a monthly  average daily balance over the 12 month period immediately preceding the time  of determination of less than Cdn.$5,000,000 in the aggregate for all Deposit  Accounts maintained by such Pledgor with any one Bank or other financial  institution (or the equivalent amounts thereof in any other currency), and (d)  Deposit Accounts primarily for payroll purposes or holding restricted cash in  connection with self-insurance programs. No Pledgor shall grant to any person  other than the Administrative Agent the right to give instructions without the  consent of such Pledgor to the bank or other financial institution with which  a Deposit Account is maintained with respect to the disposition of the funds  in such account. 

        (c)Investment Property. (i)  As of the date hereof each Pledgor (1) has no Securities Accounts or Commodity  Accounts other than those listed in Schedule 13(a) annexed to the Perfection  Certificate, and the Administrative Agent has a perfected first priority  security interest in such Securities Accounts and Commodity Accounts subject  in each case to Permitted Priority Liens (other than those which are expressly  waived pursuant to a Securities Account Control Agreement or a Commodity  Account Control Agreement, as applicable), (2) does not hold, own or have any  interest in any certificated securities or uncertificated securities other  than those constituting Pledged Securities and those maintained in Securities  Accounts or Commodity Accounts listed in Schedule 13 annexed to the Perfection  Certificate, and (3) has entered into a duly authorized, executed and  delivered Securities Account Control Agreement, substantially in the form of  Exhibit 4 annexed hereto, or a Commodity Account Control Agreement, in a form  reasonably satisfactory to the Administrative Agent, with respect to each  Securities Account or Commodity Account listed in Schedule 13 annexed to the  Perfection Certificate, as applicable. 
        (ii) If any    Pledgor shall at any time hold or acquire any certificated securities    constituting Investment Property, such Pledgor shall promptly (a) endorse,    assign and deliver the same to the Administrative Agent, accompanied by such    instruments of transfer or assignment duly executed in blank, all in form    and substance reasonably satisfactory to the Administrative Agent or (b)    deliver such securities into a Securities Account with respect to which a    Securities Account Control Agreement has been executed and delivered to the    Administrative Agent. If any securities now or hereafter acquired by any    Pledgor constituting Investment Property are uncertificated and are issued    to such Pledgor or its nominee directly by the issuer thereof, such Pledgor    shall promptly notify the Administrative Agent thereof and arrange for the    Administrative Agent to become the registered owner of the securities. No    Pledgor shall hereafter establish and maintain any Securities Account or    Commodity Account with any Securities Intermediary or Commodity Intermediary    unless such Securities Intermediary or Commodity Intermediary, as the case    may be, and such Pledgor shall have duly executed and delivered a Control    Agreement with respect to such Securities Account or Commodity Account, as    the case may be. Each Pledgor shall accept any cash and 

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Investment Property and shall promptly upon, and in any    event within one (1) Business Day of, actual receipt thereof, (a) deposit    any cash or Investment Property and any new securities, instruments,    documents or other property by reason of ownership of the Investment    Property received by it into a Control Account, or (b) in the case of    uncertificated securities, transfer registered ownership of such securities    to the Administrative Agent. The Administrative Agent agrees with each    Pledgor that the Administrative Agent shall not give any instructions or    directions to any issuer of uncertificated securities, Securities    Intermediary or Commodity Intermediary, and shall not withhold its consent    to the exercise of any withdrawal or dealing rights by such Pledgor, unless    an Event of Default has occurred and is continuing, or, after giving effect    to any such investment and withdrawal rights would occur. The provisions of    this Section 3.4(c) shall not apply to any Financial Assets credited to a    Securities Account for which the Administrative Agent is the Securities    Intermediary. 

        (iii) As    between the Administrative Agent and the Pledgors, the Pledgors shall bear    the investment risk with respect to the Investment Property and Pledged    Securities, and the risk of loss of, damage to, or the destruction of the    Investment Property and Pledged Securities, whether in the possession of, or    subject to the control of, or registered in the name of, the Administrative    Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any    other person or otherwise; provided, however, that nothing contained in this    Section 3.4(c) shall release or relieve any Securities Intermediary or    Commodity Intermediary, if any, or the Administrative Agent, of its duties    and obligations to the Pledgors or any other person under any Control    Agreement or under applicable law. Each Pledgor shall promptly pay all    Claims and fees of whatever kind or nature with respect to the Investment    Property and Pledged Securities pledged by it under this Agreement. In the    event any Pledgor shall fail to make such payment contemplated in the    immediately preceding sentence, the Administrative Agent may do so for the    account of such Pledgor and the Pledgors shall promptly reimburse and    indemnify the Administrative Agent from all reasonable costs and    out-of-pocket expenses incurred by the Administrative Agent under this    Section 3.4(c) in accordance with Section 11.5 of the Credit Agreement.    

        (d)  Electronic Documents. As of the date hereof no amount in the aggregate in  excess of Cdn.$1,000,000, or the equivalent amounts in another currency, in  each case, payable under or in connection with any of the Pledged Collateral  is evidenced by any electronic documents (within the meaning of the *Electronic Commerce Act, 2000*(Ontario) other than such electronic documents listed in  Schedule 10 annexed to the Perfection Certificate. If at any time following  the occurrence and during the continuance of an Event of Default any amount  payable to a Pledgor under or in connection with any of the Pledged Collateral  shall be evidenced by any electronic document record, the Pledgor acquiring  such electronic document or transferable record shall promptly notify the  Administrative Agent thereof and shall take such action as the Administrative  Agent may reasonably request to vest in the Administrative Agent control of  such electronic document as Pledged Collateral. 
        (e)Letter-of-Credit  Rights. If any Pledgor is at any time a beneficiary under a letter of credit  now or hereafter issued in favor of such Pledgor, other than a letter of  

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credit issued pursuant to the Credit Agreement, in an amount  individually in excess of Cdn.$2,000,000, or the equivalent amount in another  currency, such Pledgor shall promptly notify the Administrative Agent thereof  and such Pledgor shall, at the request of the Administrative Agent, pursuant  to an agreement in form and substance reasonably satisfactory to the  Administrative Agent, either (i) arrange for the issuer and any confirmer of  such letter of credit to consent to an assignment to the Administrative Agent  of the proceeds of any drawing under the letter of credit or (ii) arrange for  the Administrative Agent to become the transferee beneficiary of such letter  of credit, with the Administrative Agent agreeing, in each case, that the  proceeds of any drawing under the letter of credit are to be applied as  provided in the Credit Agreement. 

        (f)Landlord Lien Waivers/Bailee  Letters. Each Pledgor shall use its commercially reasonable efforts to obtain  as soon as practicable after the date hereof with respect to each location set  forth in Schedule 3.4 annexed hereto, a waiver of bailee's and/or landlord's  lien, as applicable, and use commercially reasonable efforts to obtain a  bailee letter and/or landlord lien waiver, as applicable, from all such  bailees and landlords, as applicable, who from time to time have possession of  Pledged Collateral having an aggregate value in such location in excess of Cdn.$2,000,000,  or the equivalent amount thereof in any other currency, in the ordinary course  of such Pledgor's business upon the request of the Administrative Agent.  
        SECTION 3.5.Joinder of AdditionalGuarantors. 
        The Pledgors shallcause each Subsidiary of the Canadian Borrower and any entity that becomes aSucceeding 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 assetsto the Administrative Agent for the benefit of the Secured Parties pursuant tothe provisions of the Credit Agreement, to execute and deliver to theAdministrative Agent (i) a Joinder Agreement substantially in the form ofExhibit 3 annexed hereto and (ii) a Perfection Certificate, in each case, withinthirty (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 executionand delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" forall purposes hereunder with the same force and effect as if originally named asa Guarantor and Pledgor herein. The execution and delivery of such JoinderAgreement shall not require the consent of any Pledgor hereunder. The rights andobligations of each Pledgor hereunder shall remain in full force and effectnotwithstanding the addition of any new Guarantor and Pledgor as a party to thisAgreement. 

        SECTION 3.6.Supplements; FurtherAssurances 
        Each Pledgor shalltake such further actions, and to execute and deliver to the AdministrativeAgent such additional assignments, agreements, supplements, powers andinstruments, as the Administrative Agent may in its reasonable judgment deemnecessary or appropriate, wherever required by law, in order to perfect,preserve and protect the security interest in the Pledged Collateral as providedherein and the rights and interests granted to the Administrative Agenthereunder, to carry into effect the purposes hereof or better to assure andconfirm unto the Administrative Agent or permit the Administrative Agent toexercise and 

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enforce its rights, powers and remedies hereunder with respectto any Pledged Collateral. Without limiting the generality of the foregoing,each Pledgor shall make, execute, endorse, acknowledge, file or refile and/ordeliver to the Administrative Agent from time to time upon reasonable requestlists, descriptions and designations of the Pledged Collateral, copies ofwarehouse receipts, receipts in the nature of warehouse receipts, bills oflading, documents of title, vouchers, invoices, schedules, confirmatoryassignments, supplements, additional security agreements, conveyances, financingstatements, transfer endorsements, powers of attorney, certificates, reports andother assurances or instruments. If an Event of Default has occurred and iscontinuing, the Administrative Agent may institute and maintain, in its own nameor in the name of any Pledgor, such suits and proceedings as the AdministrativeAgent may be advised by counsel shall be necessary or expedient to prevent anyimpairment of the security interest in or the perfection thereof in the PledgedCollateral. All of the foregoing shall be at the sole cost and expense of thePledgors. The Pledgors and the Administrative Agent acknowledge that thisAgreement is intended to and does grant to the Administrative Agent for thebenefit of the Secured Parties a security interest in and Lien upon the PledgedCollateral and shall not constitute or create a present assignment of any of thePledged Collateral. 

ARTICLE IV 

REPRESENTATIONS, WARRANTIES AND COVENANTS

        Each Pledgorrepresents, warrants and covenants as follows: 

        SECTION 4.1.Title. 
        Except forPermitted Liens and the security interest granted to the Administrative Agentfor the ratable benefit of the Secured Parties pursuant to this Agreement, eachPledgor owns and, as to Pledged Collateral acquired by it from time to timeafter the date hereof, will own the rights in each item of Pledged Collateralpledged 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 hascontrol or possession of all or any part of the Pledged Collateral, except aspermitted by the Credit Agreement or hereunder. 

        SECTION 4.2.Validity of SecurityInterest. 
        The securityinterest in and Lien on the Pledged Collateral granted to the AdministrativeAgent for the benefit of the Secured Parties hereunder constitutes (a) a legaland valid security interest in all the Pledged Collateral securing the paymentand performance of the Obligations, and (b) subject to the completion of theregistrations necessary to perfect such security interest, a perfected securityinterest in all the Pledged Collateral in which a security interest may beperfected by such registration. The security interest and Lien granted to theAdministrative Agent for the benefit of the Secured Parties pursuant to thisAgreement in and on the Pledged Collateral will at all times constitute aperfected, continuing first priority security interest therein, superior andprior to the rights of all other persons therein subject to (1) 

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

        SECTION 4.3.Defense ofClaims/Transferability of Pledged Collateral. 
        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 securityinterest therein and Lien thereon granted to the Administrative Agent and thepriority thereof against all claims and demands of all persons, at its own costand expense, at any time claiming any interest therein materially adverse to theAdministrative Agent or any other Secured Party other than Permitted PriorityLiens. Nothing in this Agreement prevents any Pledgor from discontinuing theoperation or maintenance of any of its assets or properties if suchdiscontinuance 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 CreditAgreement. 

        SECTION 4.4.Other FinancingStatements. 
        There is no (norwill there be any) valid or effective financing statement (or other publicnotice or similar statement or instrument of registration under the law of anyjurisdiction) on file or of record in any public office covering or purportingto cover any interest of any kind in the Pledged Collateral other than financingstatements relating to Permitted Liens or financing statements as are to beterminated in connection with the closing of the transactions contemplated bythe Credit Agreement (or pursuant to any financing change statement or theequivalent thereof delivered to the Administrative Agent on the Closing Date).So long as any of the Obligations remain unpaid or unperformed, no Pledgor shallexecute, authorize or permit to be filed in any public office any financingstatement (or similar statement or instrument of registration under the law ofany jurisdiction) or statements relating to any Pledged Collateral, exceptfinancing statements filed or to be filed in respect of Permitted Liens orfinancing statements as are to be terminated in connection with the closing ofthe transactions contemplated by the Credit Agreement (or pursuant to anyfinancing change statement or the equivalent thereof delivered to theAdministrative Agent on the Closing Date). 

        SECTION 4.5.Chief Executive Office;Change of Name; Jurisdiction of Organization. 
        (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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Administrative Agent prior written notice of its intention  to do so promptly upon the formation of such intention (but in no event less  than 15 days prior to such change), clearly describing such change and  providing such other information in connection therewith as the Administrative  Agent may reasonably request and (B) with respect to such change, 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 hereunder, including, without limitation,  using commercially reasonable efforts to obtain waivers of landlord's or  warehousemen's liens with respect to such new location, if applicable who,  from time to time have possession of Pledged Collateral having an aggregate  value in such new location in excess of Cdn.$2,000,000 or the equivalent  amount thereof in any other currency, except that any Pledgor having aggregate  consolidated net assets of less than Cdn. $2,000,000 (either alone or taken  together with all Pledgors relying on this exception) need not notify the  Administrative Agent of any such intention or take such actions until the next  date the Canadian Borrower is required to deliver information to the  Administrative Agent pursuant to Section 6.1 of the Credit Agreement (at which  time such Pledgor shall include the notice required by clause (A) above with  such information, together with evidence of the taking of the actions required  by clause (B) above). Each Pledgor agrees to promptly provide the  Administrative Agent with certified organizational documents reflecting any of  the changes described in the preceding sentence. 

        (b)The Administrative  Agent may rely on opinions of counsel as to whether any or all PPSA or UCC or  equivalent financing statements of the Pledgors need to be amended as a result  of any of the changes described in Section 4.5(a). If any Pledgor fails to  provide information to the Administrative Agent about such changes on a timely  basis, the Administrative Agent shall not be liable or responsible to any  party for any failure to maintain a perfected security interest in such  Pledgor's property constituting Pledged Collateral, for which the  Administrative Agent needed to have information relating to such changes. The  Administrative Agent shall have no duty to inquire about such changes if any  Pledgor does not inform the Administrative Agent of such changes, the parties  acknowledging and agreeing that it would not be feasible or practical for the  Administrative Agent to search for information on such changes if such  information is not provided by any Pledgor. 
        SECTION 4.6.Location of Inventoryand Equipment. 
        All Equipment andInventory of such Pledgor is located at its chief executive office or such otherlocation listed in Schedules 2(a), 2(b), 2(c), 2(d) or 2(e) annexed to thePerfection Certificate. Subject to the provisions of Section 4.13 hereof, suchPledgor shall not move any Equipment or Inventory to any location other than onethat is listed in such Schedules of the Perfection Certificate, except forInventory in transit, with respect to such Pledgor until (i) it shall have giventhe Administrative Agent not less than 30 days' prior written notice (in theform of an Officers' Certificate) of its intention so to do, clearly describingsuch new location and providing such other information in connection therewithas the Administrative Agent may request and (ii) with respect to such newlocation, such Pledgor shall have taken all action reasonably satisfactory tothe Administrative Agent to maintain the perfection and priority of the securityinterest of the Administrative Agent for the benefit of the Secured Parties inthe Pledged Collateral intended to be granted hereby, including, withoutlimitation, where the value of the Collateral owned by such Pledgor and locatedat such new location, together with the value of 

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

        SECTION 4.7.Corporate Names; PriorTransactions. 
        Such Pledgor hasnot, during the past five years, been known by or used any other corporate orfictitious name or been a party to any amalgamation, merger or consolidation, oracquired all or substantially all of the assets of any person, or acquired anyof its property or assets out of the ordinary course of business, except as setforth in Schedules 1(a), 1(b), 1(c) and 4 annexed to the Perfection Certificate.

        SECTION 4.8.Due Authorization andIssuance. 
        All of the InitialPledged Shares have been, and to the extent any Pledged Shares are hereafterissued, such shares will be, upon such issuance, duly authorized, validly issuedand fully paid and non-assessable. All of the Initial Pledged Interests havebeen fully paid for, and there is no amount or other obligation owing by anyPledgor to any issuer of the Initial Pledged Interests in exchange for or inconnection with the issuance of the Initial Pledged Interests or any Pledgor'sstatus as a partner or a member of any issuer of the Initial Pledged Interests.

        SECTION 4.9.No Conflicts, Consents,etc. 
        No consent of anyparty (including, without limitation, equity holders or creditors of suchPledgor) and no consent, authorization, approval, license or other action by,and no notice to or filing with, any Governmental Authority or regulatory bodyor other person is required (A) for the pledge by such Pledgor of the PledgedCollateral pledged by it as of the date hereof pursuant to this Agreement or forthe execution, delivery or performance hereof by such Pledgor, (B) for theexercise by the Administrative Agent of the voting or other rights provided forin this Agreement or (C) for the exercise by the Administrative Agent of theremedies in respect of the Pledged Collateral pledged by such Pledgor as of theAmendment Effective Date, except in each case, for those consents,authorizations, approval, licenses, other actions, notices or filings, thefailure of which to obtain or complete could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect. In theevent that the Administrative Agent desires to exercise any remedies, voting orconsensual rights or attorney-in-fact powers set forth in this Agreement anddetermines it necessary to obtain any approvals or consents of any GovernmentalAuthority or any other person therefor, then, upon the reasonable request of theAdministrative Agent, such Pledgor agrees to use its commercially reasonableefforts to assist and aid the Administrative Agent to obtain as soon aspracticable any necessary approvals or consents for the exercise of any suchremedies, rights and powers. 

        SECTION 4.10.Pledged Collateral.
        All information setforth herein, including the schedules annexed hereto, and all informationcontained in any documents, schedules and lists heretofore delivered to anySecured Party in connection with this Agreement, in each case, relating to thePledged Collateral, is accurate and complete in all material respects. ThePledged Collateral described on the schedules annexed to the PerfectionCertificate constitutes all of the property of such type of 

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

        SECTION 4.11.Insurance. 
        In the event thatthe proceeds of any insurance claim are paid after the Administrative Agent hasexercised its right to foreclose after an Event of Default such****proceeds shall bepaid to the Administrative Agent to satisfy any deficiency remaining after suchforeclosure. The Administrative Agent shall retain its interest in the insurancepolicies required to be maintained pursuant to this Agreement during anyredemption period. 
        SECTION 4.12.Payment of Taxes;Compliance with Laws; Contesting Liens; Claims. 
        Each Pledgorrepresents and warrants that all Claims imposed upon or assessed against thePledged Collateral have been paid and discharged except to the extent suchClaims constitute a Lien not yet due and payable or are Permitted Liens. EachPledgor shall comply with all Requirements of Law applicable to the PledgedCollateral the failure to comply with which would, individually or in theaggregate, have a Material Adverse Effect. Each Pledgor may at its own expensecontest the validity, amount or applicability of any Claims so long as thecontest thereof shall be conducted in accordance with, and permitted pursuant tothe provisions of, the Credit Agreement. Notwithstanding the foregoingprovisions of this Section 4.12, (i) no contest of any such obligation may bepursued by such Pledgor if such contest would reasonably be expected to exposethe Administrative Agent or any other Secured Party to (A) any possible criminalliability or (B) any additional civil liability for failure to comply with suchobligations unless such Pledgor shall have furnished a bond or other securitytherefor satisfactory to the Administrative Agent, or such Secured Party, as thecase may be and (ii) if at any time payment or performance of any obligationcontested by such Pledgor pursuant to this Section 4.12 shall become necessaryto prevent the imposition of remedies because of non-payment, such Pledgor shallpay or perform the same, in sufficient time to prevent the imposition ofremedies in respect of such default or prospective default. 

ARTICLE V 

CERTAIN PROVISIONS CONCERNING SECURITIESCOLLATERAL 

       SECTION 5.1.Pledge of Additional SecuritiesCollateral. 
       Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notesof any person, accept the same in trust for the benefit of the AdministrativeAgent and forthwith deliver to the Administrative Agent a pledge amendment, dulyexecuted 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 underSection 3.1 and Section 3.2 hereof in respect of the additional PledgedSecurities or Intercompany Notes which are to be pledged pursuant to thisAgreement, and confirming the attachment of the Lien hereby created on and inrespect of such additional Pledged Securities or Intercompany Notes. EachPledgor hereby authorizes the Administrative Agent to attach each PledgeAmendment to this Agreement and agrees that all Pledged Securities orIntercompany Notes listed on any Pledge Amendment delivered to theAdministrative Agent shall for all purposes hereunder be considered PledgedCollateral. 

        SECTION 5.2.Voting Rights;Distributions; etc. 
        (i)Unless and until anEvent of Default has occurred and is continuing: 
        (A)Each Pledgor shall be  entitled to exercise any and all voting and other consensual rights and powers  inuring to an owner of the Securities Collateral or any part thereof for any  purpose not inconsistent with the terms or purposes hereof, the Credit  Agreement or any other document evidencing the Obligations; provided, however,  that no Pledgor shall in any event exercise such rights in any manner which  could reasonably be expected to have a Material Adverse Effect. 
        (B)Each Pledgor shall be  entitled to receive and retain any and all Distributions, but only if and to  the extent made in accordance with the provisions of the Credit Agreement;  provided, however, that any and all such Distributions consisting of rights or  interests in the form of securities shall be forthwith delivered to the  Administrative Agent to hold as Pledged Collateral and shall, if received by  any Pledgor, be segregated from the other property or funds of such Pledgor  and be forthwith delivered to the Administrative Agent as Pledged Collateral  in the same form as so received (with any necessary endorsement). 
        (C)The Administrative  Agent shall be deemed without further action or formality to have granted to  each Pledgor all necessary consents relating to voting rights and shall, if  necessary, upon written request of any Pledgor and at the sole cost and  expense of the Pledgors, from time to time execute and deliver (or cause to be  executed and delivered) to such Pledgor all such instruments as such Pledgor  may reasonably request in order to permit such Pledgor to exercise the voting  and other rights which it is entitled to exercise pursuant to Section  5.2(i)(A) hereof and to receive the Distributions which it is authorized to  receive and retain pursuant to Section 5.2(i)(B) hereof. 
        (ii)Upon the occurrence andduring the continuance of any Event of Default: 
        (A)All rights of each  Pledgor to exercise the voting and other consensual rights it would otherwise  be entitled to exercise pursuant to Section 5.2(i)(A) hereof without any  action, other than, in the case of any Securities Collateral, or the giving of  any notice shall cease, and all such rights shall thereupon become vested in  the Administrative Agent, which shall thereupon have the sole right to  exercise such voting and other consensual rights. 

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        (B)All rights of each  Pledgor to receive Distributions which it would otherwise be authorized to  receive and retain pursuant to Section 5.2(i)(B) hereof shall cease and all  such rights shall thereupon become vested in the Administrative Agent, which  shall thereupon have the sole right to receive and hold as Pledged Collateral  such Distributions. 
        (iii)Each Pledgor shall, at  its sole cost and expense, from time to time execute and deliver to the  Administrative Agent appropriate instruments as the Administrative Agent may  request in order to permit the Administrative Agent to exercise the voting and  other rights which it may be entitled to exercise pursuant to Section  5.2(i)(A) hereof and to receive all Distributions which it may be entitled to  receive under Section 5.2(i)(B) hereof. 
        (iv)All Distributions  which are received by any Pledgor contrary to the provisions of Section  5.2(i)(B) hereof shall be received subject to the security interest of the  Administrative Agent created hereby, shall be segregated from other funds of  such Pledgor and shall promptly be paid over to the Administrative Agent as  Pledged Collateral in the same form as so received (with any necessary  endorsement). 
        SECTION 5.3.OrganizationalDocuments. 
        Each Pledgor shalldeliver to the Administrative Agent a copy of any notice of default given orreceived by it under any Organizational Document within fifteen (15) days aftersuch Pledgor gives or receives such notice. No Pledgor will terminate or agreeto terminate any Organizational Document or make any amendment or modificationto any Organizational Document which could reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect. 

        SECTION 5.4.Defaults, etc. 
        Such Pledgor is notin 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 partyrelating to the Pledged Securities pledged by it, and such Pledgor is not inviolation of any other material provisions of any such agreement to which suchPledgor is a party, or otherwise in default or violation thereunder. NoSecurities Collateral pledged by such Pledgor is subject to any defense, offsetor counterclaim, nor have any of the foregoing been asserted or alleged againstsuch Pledgor by any person with respect thereto, and as of the date hereof,after giving effect to the transactions contemplated by the BRP AcquisitionAgreement and both before and after the Amalgamation, there are no certificates,instruments, documents or other writings (other than the OrganizationalDocuments and certificates, if any, delivered to the Administrative Agent) whichevidence any Pledged Securities of such Pledgor. 

        SECTION 5.5.Certain Agreements ofPledgors as Issuers and Holders of Equity Interests. 
        (i)In the case of each  Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be  bound by the terms of this Agreement relating to the Securities Collateral  issued by it and will comply with such terms insofar as such terms are  applicable to it. 

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        (ii)In the case of each  Pledgor which is a partner in a partnership, limited liability company or  other entity, such Pledgor hereby consents to the extent required by the  applicable Organizational Document to the pledge by each other Pledgor,  pursuant to the terms hereof, of the Pledged Interests in such partnership,  limited liability company or other entity and, upon the occurrence and during  the continuance of an Event of Default, to the transfer of such Pledged  Interests to the Administrative Agent or its nominee and to the substitution  of the Administrative Agent or its nominee as a substituted partner or member  in such partnership, limited liability company or other entity with all the  rights, powers and duties of a general partner or a limited partner or member,  as the case may be. 
        ARTICLE VI 

        CERTAIN PROVISIONSCONCERNING INTELLECTUAL PROPERTY COLLATERAL 

        SECTION 6.1.Grant of License. 
        For the purpose ofenabling the Administrative Agent to exercise rights and remedies under ArticleIX hereof at such time as the Administrative Agent shall be lawfully entitled toexercise such rights and remedies, and for no other purpose, each Pledgor herebygrants to the Administrative Agent, exercisable upon the occurrence and duringthe continuation of an Event of Default, to the extent assignable, anirrevocable, non-exclusive license (exercisable without payment of royalty orother compensation to such Pledgor) to use, assign, license or sublicense any ofthe Intellectual Property Collateral now owned or hereafter acquired by suchPledgor, wherever the same may be located, including in such license access toall media in which any of the licensed items may be recorded or stored and toall computer programs used for the compilation or printout hereof. 

        SECTION 6.2.Protection ofAdministrative Agent's Security. 
        On a continuingbasis, each Pledgor shall, at its sole cost and expense, (i) promptly followingits becoming aware thereof, notify the Administrative Agent of (A) anymaterially adverse determination in any proceeding in the offices maintainedunder the *TradeMarks Act*(Canada) and the *Patent Act*(Canada), or any equivalentoffices maintained under the laws of any other jurisdiction, with respect to anyPatent, Industrial Design, Trademark or Copyright material to the conduct ofsuch Pledgor's business or (B) the institution of any proceeding or anymaterially adverse determination in any federal, provincial, state or localcourt or administrative body regarding such Pledgor's claim of ownership in orright to use any of the Intellectual Property Collateral material to the conductof such Pledgor's business, its right to register such Intellectual PropertyCollateral or its right to keep and maintain such registration in full force andeffect, (ii) use reasonable efforts to maintain and protect the IntellectualProperty Collateral material to the conduct of such Pledgor's business (iii) notpermit to lapse or become abandoned any Intellectual Property Collateralmaterial to the conduct of such Pledgor's business, and not settle or compromiseany pending or future litigation or administrative proceeding with respect tosuch Intellectual Property Collateral, in each case except as shall be 

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

        SECTION 6.3.After-Acquired Property.
        If any Pledgorshall, at any time before the Obligations have been fulfilled and paid in full(other than contingent indemnification obligations which, pursuant to theprovisions of the Credit Agreement or the Security Documents, survive thetermination thereof), (i) obtain any rights to any additional IntellectualProperty Collateral or (ii) become entitled to the benefit of any additionalIntellectual Property Collateral or any renewal or extension thereof, includingany reissue, division, continuation, or continuation-in-part of any IntellectualProperty Collateral, or any improvement on any Intellectual Property Collateral,the provisions hereof shall automatically apply thereto and any such itemenumerated in clause (i) or (ii) of this Section 6.3 with respect to suchPledgor shall automatically constitute Intellectual Property Collateral if suchwould have constituted Intellectual Property Collateral at the time of executionhereof and be subject to the Lien and security interest created by thisAgreement without further action by any party. Each Pledgor shall, as promptlyas reasonably practicable but in no event later than the next date on which theCanadian Borrower is required to deliver information to the Administrative Agentunder Section 6.1 of the Credit Agreement, (i) provide to the AdministrativeAgent written notice of any of the foregoing and (ii) confirm the attachment ofthe Lien and security interest created by this Agreement to any rights describedin clauses (i) and 

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

        SECTION 6.4.Modifications. 
        Each Pledgorauthorizes the Administrative Agent to modify this Agreement by amendingSchedules 12(a) and 12(b) annexed to the Perfection Certificate solely toinclude any Intellectual Property Collateral acquired or arising after the datehereof of such Pledgor including, without limitation, any of the items listed inSection 6.3 hereof. 

        SECTION 6.5.Litigation. 
        Unless there shalloccur and be continuing any Event of Default, each Pledgor shall have the rightto commence and prosecute in its own name, as the party in interest, for its ownbenefit and at the sole cost and expense of the Pledgors, such applications forprotection of the Intellectual Property Collateral and suits, proceedings orother actions to prevent the infringement, counterfeiting, unfair competition,dilution, diminution in value or other damage as are necessary to protect theIntellectual Property Collateral. Upon the occurrence and during the continuanceof any Event of Default, the Administrative Agent shall have the right but shallin no way be obligated to file applications for protection of the IntellectualProperty Collateral and/or bring suit in the name of any Pledgor, theAdministrative Agent or the other Secured Parties to enforce the IntellectualProperty Collateral material to the conduct of a Pledgor's business and anylicense thereunder. In the event of such suit, each Pledgor shall, at thereasonable request of the Administrative Agent, do any and all lawful acts andexecute any and all documents requested by the Administrative Agent in aid ofsuch enforcement and the Pledgors shall promptly reimburse and indemnify theAdministrative Agent, as the case may be, for all reasonable costs andout-of-pocket expenses incurred by the Administrative Agent in the exercise ofits rights under this Section 6.5 in accordance with Section 11.5 of the CreditAgreement. In the event that the Administrative Agent shall elect not to bringsuit to enforce the Intellectual Property Collateral, each Pledgor agrees, atthe reasonable request of the Administrative Agent, to take all commerciallyreasonable actions necessary, whether by suit, proceeding or other action, toprevent the infringement, counterfeiting, unfair competition, dilution,diminution in value of or other damage to any of the Intellectual PropertyCollateral by others and for that purpose agrees to diligently maintain anysuit, proceeding or other action against any person so infringing necessary toprevent such infringement. 

ARTICLE VII 

CERTAIN PROVISIONS CONCERNING ACCOUNTS 

        SECTION 7.1.Maintenance of Records.
       Each Pledgor shall keep and maintain at its own cost and expense completerecords of each Account, in a manner consistent with standard business practice,including, without limitation, records of all payments received, all creditsgranted thereon, all merchandise 

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

        SECTION 7.2.Legend. 
        Each Pledgor shalllegend, at the request of the Administrative Agent made at any time after theoccurrence of any Event of Default and in form and manner reasonablysatisfactory to the Administrative Agent, the Accounts and the other books,records and documents of such Pledgor evidencing or pertaining to the Accountswith an appropriate reference to the fact that the Accounts have been assignedto the Administrative Agent for the benefit of the Secured Parties and that theAdministrative Agent has a security interest therein. 

        SECTION 7.3.Modification of Terms,etc. 
        No Pledgor shallrescind or cancel any indebtedness evidenced by any Account or modify any termthereof or make any adjustment with respect thereto except in the ordinarycourse of business, or extend or renew any such indebtedness except in theordinary course of business or compromise or settle any dispute, claim, suit orlegal proceeding relating thereto or sell any Account or interest therein exceptin the ordinary course of business without the prior written consent of theAdministrative Agent (not to be unreasonably withheld). Each Pledgor shalltimely fulfill all obligations on its part to be fulfilled under or inconnection with the Accounts. 

        SECTION 7.4.Collection. 
        Each Pledgor shallcause to be collected from the account debtor of each of the Accounts, as andwhen due in the ordinary course of business (including, without limitation,Accounts that are delinquent, such Accounts to be collected in accordance withgenerally accepted commercial collection procedures), any and all amounts owingunder or on account of such Account (other than the collection of Accounts whichthe Pledgor determines in good faith for valid business reasons should not becollected), and apply forthwith upon receipt thereof all such amounts as are socollected to the outstanding balance of such Account, except that any Pledgormay, with respect to an Account, allow in the ordinary course of business (i) arefund or credit due as a result of returned or damaged or defective merchandiseand (ii) such extensions of time to pay amounts due in respect of Accounts andsuch other modifications of payment terms or settlements in respect of Accountsas shall be commercially reasonable in the circumstances, all in accordance withsuch Pledgor's ordinary course of business. The reasonable costs andout-of-pocket expenses (including, without limitation, reasonable attorneys'fees) of collection, in 

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

ARTICLE VIII 

TRANSFERS 

        SECTION 8.1.Transfers of PledgedCollateral. 
        NoPledgor shall sell, convey, assign or otherwise dispose of, or grant any optionwith respect to, any of the Pledged Collateral pledged by it hereunder except aspermitted by the Credit Agreement.

ARTICLE IX 

REMEDIES 

       SECTION 9.1.Remedies. 
       Upon the occurrence and during the continuance of any Event of Default theAdministrative Agent may from time to time exercise in respect of the PledgedCollateral, in addition to the other rights and remedies provided for herein orotherwise available to it: 

        (i)Personally, or by  agents or attorneys, immediately take possession of the Pledged Collateral or  any part thereof, from any Pledgor or any other person who then has possession  of any part thereof with or without notice or process of law, and for that  purpose may, to the extent permitted under applicable law, enter upon any  Pledgor's premises where any of the Pledged Collateral is located, remove such  Pledged Collateral, remain present at such premises to receive copies of all  communications and remittances relating to the Pledged Collateral and use in  connection with such removal and possession any and all services, supplies,  aids and other facilities of any Pledgor; 
        (ii)Demand, sue for,  collect or receive any money or property at any time payable or receivable in  respect of the Pledged Collateral including, without limitation, instructing  the obligor or obligors on any agreement, instrument or other obligation  constituting part of the Pledged Collateral to make any payment required by  the terms of such agreement, instrument or other obligation directly to the  Administrative Agent, and in connection with any of the foregoing, compromise,  settle, extend the time for payment and make other modifications with respect  thereto; provided, however, that in the event that any such payments are made  directly to any Pledgor, prior to receipt by any such obligor of such  instruction, such Pledgor shall segregate all amounts received pursuant  thereto in trust for the benefit of the Administrative Agent and shall  promptly (but in no event later than two (2) Business Days after receipt  thereof) pay such amounts to the Administrative Agent; 

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        (iii)Sell, assign, grant a  license to use or otherwise liquidate, or direct any Pledgor to sell, assign,  grant a license to use or otherwise liquidate, any and all investments made in  whole or in part with the Pledged Collateral or any part thereof, and take  possession of the proceeds of any such sale, assignment, license or  liquidation; 
        (iv)Take possession of the  Pledged Collateral or any part thereof, by directing any Pledgor in writing to  deliver the same to the Administrative Agent at any place or places so  designated by the Administrative Agent, in which event such Pledgor shall at  its own expense: (A) forthwith cause the same to be moved to the place or  places designated by the Administrative Agent and there delivered to the  Administrative Agent, (B) store and keep any Pledged Collateral so delivered  to the Administrative Agent at such place or places pending further action by  the Administrative Agent and (C) while the Pledged Collateral shall be so  stored and kept, provide such security and maintenance services as shall be  necessary to protect the same and to preserve and maintain them in good  condition. Each Pledgor's obligation to deliver the Pledged Collateral as  contemplated in this Section 9.1(iv) is of the essence hereof. Upon  application to a court of equity having jurisdiction, the Administrative Agent  shall be entitled to seek a decree requiring specific performance by any  Pledgor of such obligation; 
        (v)Withdraw all moneys,  instruments, securities and other property in any bank, financial securities,  deposit or other account of any Pledgor, including, without limitation, in the  Collateral Account, constituting Pledged Collateral for application to the  Obligations as provided in Article X hereof; 
        (vi)Retain and apply the  Distributions to the Obligations as provided in Article X hereof; 
        (vii)Exercise any and all  rights as beneficial and legal owner of the Pledged Collateral, including,  without limitation, perfecting assignment of and exercising any and all  voting, consensual and other rights and powers with respect to any Pledged  Collateral; and 
        (viii)Exercise all the  rights and remedies of a secured party under the PPSA or otherwise arising at  law or in equity, and the Administrative Agent may also in its sole  discretion, without notice except as specified in Section 9.2 hereof, sell,  assign or grant a license to use the Pledged Collateral or any part thereof in  one or more parcels at public or private sale, at any exchange, broker's board  or at any of the Administrative Agent's offices or elsewhere, for cash, on  credit or for future delivery, and at such price or prices and upon such other  terms as are commercially reasonable. The Administrative Agent or any other  Secured Party or any of their respective Affiliates may be the purchaser,  licensee, assignee or recipient of any or all of the Pledged Collateral at any  such sale and shall be entitled, for the purpose of bidding and making  settlement or payment of the purchase price for all or any portion of the  Pledged Collateral sold, assigned or licensed at such sale, to use and apply  any of the Obligations owed to such person as a credit on account of the  purchase price of any Pledged Collateral payable by such person at such sale.  Each purchaser, assignee, licensee or recipient at any such sale shall acquire  the property sold, assigned or licensed absolutely free from any claim or  right on the part of any Pledgor, and each Pledgor hereby waives, to the  fullest extent permitted by law, all rights of redemption, stay and/or  appraisal which it now has or may at any time in the future have under any  rule of law or statute now existing or hereafter enacted. The Administrative  Agent shall not 

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

        SECTION 9.2.Notice of Sale. 
        Each Pledgoracknowledges and agrees that, upon the occurrence and during the continuance ofany Event of Default, to the extent notice of sale or other disposition ofPledged Collateral shall be required by law, fifteen (15) days' prior notice tosuch Pledgor of the time and place of any public sale or of the time after whichany private sale or other intended disposition is to take place shall becommercially reasonable notification of such matters. 

        SECTION 9.3.Waiver of Notice andClaims. 
        Each Pledgor herebywaives, upon the occurrence and during the continuance of any Event of Default,to the fullest extent permitted by applicable law, notice or judicial hearing inconnection with the Administrative Agent's taking possession or theAdministrative Agent's disposition of any of the Pledged Collateral, including,without limitation, any and all prior notice and hearing for any prejudgmentremedy or remedies and any such right which such Pledgor would otherwise haveunder law, and each Pledgor hereby further waives, to the fullest extentpermitted by applicable law: (i) all damages occasioned by such taking ofpossession, except to the extent caused by the gross negligence, bad faith orwillful misconduct of the Administrative Agent, (ii) all other requirements asto the time, place and terms of sale or other requirements with respect to theenforcement of the Administrative Agent's rights hereunder and (iii) all rightsof redemption, appraisal, valuation, stay, extension or moratorium now orhereafter in force under any applicable law. The Administrative Agent shall notbe liable for any incorrect or improper payment made pursuant to this Article IXin the absence of gross negligence, bad faith or willful misconduct. Any saleof, or the grant of options to purchase, or any other realization upon, anyPledged Collateral shall operate to divest all right, title, interest, claim anddemand, either at law or in equity, of the applicable Pledgor therein andthereto, and shall be a perpetual bar both at law and in equity against suchPledgor and against any and all persons claiming or attempting to claim thePledged Collateral so sold, optioned or realized upon, or any part thereof,from, through or under such Pledgor. 

        SECTION 9.4.Certain Sales of PledgedCollateral. 
        (i)Each Pledgor  recognizes that, by reason of certain prohibitions contained in law, rules,  regulations or orders of any Governmental Authority, the Administrative Agent  may be compelled, with respect to any sale of all or any part of the Pledged  Collateral under this Article IX, to limit purchasers to those who meet the  requirements of such Governmental Authority. Each Pledgor acknowledges that  any such sales may be at prices and on terms less 

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favorable to the Administrative Agent than those obtainable  through a public sale without such restrictions, and, notwithstanding such  circumstances, agrees that any such restricted sale shall be deemed to have  been made in a commercially reasonable manner and that, except as may be  required by applicable law, the Administrative Agent shall have no obligation  to engage in public sales. 

        (ii)Each Pledgor  recognizes that, by reason of certain prohibitions contained in the applicable  law, the Administrative Agent may be compelled, with respect to any sale of  all or any part of the Securities Collateral and Investment Property under  this Article IX, to limit purchasers to persons who will agree, among other  things, to acquire such Securities Collateral or Investment Property for their  own account, for investment and not with a view to the distribution or resale  thereof. Each Pledgor acknowledges that any such private sales may be at  prices and on terms less favorable to the Administrative Agent than those  obtainable through a public sale without such restrictions (including, without  limitation, a public offering made pursuant to a prospectus filed under  applicable securities law), and, notwithstanding such circumstances, agrees  that any such private sale shall be deemed to have been made in a commercially  reasonable manner and that the Administrative Agent shall have no obligation  to engage in public sales and no obligation to delay the sale of any  Securities Collateral or Investment Property for the period of time necessary  to permit the issuer thereof to register it for a form of public sale  requiring registration under the Securities Act or under applicable state  securities laws, even if such issuer would agree to do so. 
        (iii)If the Administrative  Agent determines to exercise its right to sell any or all of the Securities  Collateral or Investment Property under this Article IX, upon written request,  the applicable Pledgor shall from time to time furnish to the Administrative  Agent all such information as the Administrative Agent may request in order to  determine the number of securities included in the Securities Collateral or  Investment Property which may be sold by the Administrative Agent as exempt  transactions under applicable law, as the same are from time to time in  effect. 
        (iv)Each Pledgor further  agrees that a breach of any of the covenants contained in this Section 9.4  could cause irreparable injury to the Administrative Agent and other Secured  Parties, that the Administrative Agent and the other Secured Parties have no  adequate remedy at law in respect of such breach and, as a consequence, that  the Administrative Agent may seek specific enforcement of each and every  covenant contained in this Section 9.4. 
        SECTION 9.5.No Waiver; CumulativeRemedies. 
        (i)No failure on the part  of the Administrative Agent to exercise, no course of dealing with respect to,  and no delay on the part of the Administrative Agent in exercising, any right,  power or remedy hereunder shall operate as a waiver thereof; nor shall any  single or partial exercise of any such right, power or remedy hereunder  preclude any other or further exercise thereof or the exercise of any other  right, power or remedy; nor shall the Administrative Agent be required to look  first to, enforce or exhaust any other security, collateral or guaranties. The  remedies herein provided are cumulative and are not exclusive of any remedies  provided by law. 

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           (ii)In the event that the AdministrativeAgent shall have instituted any proceeding to enforce any right, power or remedyunder this Agreement by foreclosure, sale, entry or otherwise, and suchproceeding shall have been discontinued or abandoned for any reason or shallhave been determined adversely to the Administrative Agent, then and in everysuch case, the Pledgors, the Administrative Agent and each other Secured Partyshall be restored to their respective former positions and rights hereunder withrespect to the Pledged Collateral (except for determinations made in suchproceedings), and all rights, remedies and powers of the Administrative Agentand the other Secured Parties shall continue as if no such proceeding had beeninstituted (except for determinations made in such proceedings). 
           SECTION 9.6.Certain Additional ActionsRegarding Intellectual Property. 
           Upon the occurrence and during the continuance of an Event of Default: 

           (a)upon the written demand of theAdministrative Agent, each Pledgor shall execute and deliver to theAdministrative Agent an assignment or assignments of the registered Patents,Industrial Designs, Trademarks and/or Copyrights and such other documents as arenecessary or appropriate to carry out the intent and purposes hereof; 
           (b)each Pledgor will, at the request ofthe Administrative Agent, use its commercially reasonable efforts to obtain allrequisite consents or approvals by the licensor of each License owned by a thirdparty to effect the assignment of all such Pledgor's right, title and interestthereunder to the Administrative Agent; and 
           (c)within five (5) Business Days ofwritten notice thereafter from the Administrative Agent, each Pledgor shall makeavailable to the Administrative Agent, to the extent within such Pledgor's powerand authority, such personnel in such Pledgor's employ on the date of the Eventof Default as the Administrative Agent may reasonably designate to permit suchPledgor to continue, directly or indirectly, to produce, advertise and sell theproducts and services sold by such Pledgor under the registered Patents,Trademarks and/or Copyrights owned by such Pledgor or licensed and validlyassigned to the Administrative Agent, and such persons shall be available toperform their prior functions on the Administrative Agent's behalf. 
ARTICLE X 

COLLATERAL ACCOUNT/PROCEEDS OF CASUALTY EVENTSAND COLLATERAL DISPOSITIONS/APPLICATION OF PROCEEDS 

           SECTION 10.1.Collateral Account 
           The Canadian Borrower shall establish and maintain a U.S. dollar, Canadiandollar 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 bewithdrawn by the Canadian Borrower or 

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

           SECTION 10.2.Proceeds of Casualty Events andCollateral Dispositions. 
           The Pledgors shall take all actions required by the Credit Agreement withrespect to any Net Available Proceeds of any Casualty Event or from the sale ordisposition of any Pledged Collateral. 

           SECTION 10.3.Application of Proceeds. 
           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 PledgedCollateral pursuant to the exercise by the Administrative Agent of its remediesshall be applied, together with any other sums then held by the AdministrativeAgent pursuant to this Agreement, in accordance with the Credit Agreement.

ARTICLE XI 

MISCELLANEOUS 

           SECTION 11.1.Concerning Administrative Agent.
           (i)The Administrative Agent has beenappointed as administrative agent pursuant to the Credit Agreement. The actionsof the Administrative Agent hereunder are subject to the provisions of theCredit Agreement. The Administrative Agent shall have the right hereunder tomake demands, to give notices, to exercise or refrain from exercising anyrights, and to take or refrain from taking action (including, withoutlimitation, the release or substitution of the Pledged Collateral), inaccordance with this Agreement and the Credit Agreement. The AdministrativeAgent may employ agents and attorneys-in-fact in connection herewith and shallnot be liable for the negligence or misconduct of any such agents orattorneys-in-fact selected by it in good faith. The Administrative Agent mayresign and a successor Administrative Agent may be appointed in the mannerprovided in the Credit Agreement. Upon the acceptance of any appointment as theAdministrative Agent by a successor Administrative Agent, that successorAdministrative Agent shall thereupon succeed to and become vested with all therights, powers, privileges and duties of the retiring Administrative Agent underthis Agreement, and the retiring Administrative Agent shall thereupon bedischarged from its duties and obligations under this Agreement. After anyretiring Administrative Agent's resignation, the provisions hereof shall inureto its benefit as to any actions taken or omitted to be taken by it under thisAgreement while it was the Administrative Agent. 
           (ii)The Administrative Agent shall bedeemed to have exercised reasonable care in the custody and preservation of thePledged Collateral in its possession if such Pledged Collateral is accordedtreatment substantially equivalent to that which the Administrative Agent, inits individual capacity, accords its own property consisting of similarinstruments or interests, 

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

           (iii)The Administrative Agent shall beentitled to rely upon any written notice, statement, certificate, order or otherdocument or any telephone message believed by it to be genuine and correct andto have been signed, sent or made by the proper person, and, with respect to allmatters pertaining to this Agreement and its duties hereunder, upon advice ofcounsel selected by it. 
           (iv)If any item of Pledged Collateralalso constitutes collateral granted to the Administrative Agent under any otherdeed of trust, mortgage, security agreement, pledge or instrument of any type,in the event of any conflict between the provisions hereof and the provisions ofsuch other deed of trust, mortgage, security agreement, pledge or instrument ofany type in respect of such collateral, the Administrative Agent, in its solediscretion, shall select which provision or provisions shall control. 
           (v)The Administrative Agent may grantextensions of time for the execution of any agreement or other documenthereunder or the creation or perfection of security interests with respect toCollateral, if it determines that execution, creation or perfection cannot beaccomplished without undue effort or expense by the time or times at which itwould otherwise be required by this Agreement. 
               (vi)Notwithstanding anything containedin this Agreement or any other Credit Document to the contrary, theAdministrative Agent hereby acknowledges and agrees that none of the followingactions shall be taken without the prior written consent of the Lenders: (A)exercise any rights with respect to any pledge agreement or any stock pledgedthereunder; or (B) purchase or otherwise acquire any direct ownership interestin any real property owned by any Obligor or any subsidiary thereof, whetherthrough purchase upon foreclosure of any lien granted to the AdministrativeAgent for the benefit of the Secured Parties under this Agreement or any otherSecurity Document or any Mortgage or otherwise. The foregoing shall in no waylimit the ability of the Administrative Agent to perform its duties thereunder.
           SECTION 11.2.Administrative Agent May Perform;Administrative Agent Appointed Attorney-in-Fact. 
           If any Pledgor shall fail to perform any covenants contained in this Agreement(including, without limitation, such Pledgor's covenants to (i) pay the premiumsin respect of all required insurance policies hereunder, (ii) pay Claims, (iii)make repairs, (iv) discharge Liens or (v) pay or perform any obligations of suchPledgor under any Pledged Collateral) or if any warranty on the part of anyPledgor contained herein shall be breached, the Administrative Agent may (butshall not be obligated to) do the same or cause it to be done or remedy any suchbreach, and may expend funds for such purpose; provided, however, that theAdministrative Agent shall in no event be bound to inquire into the validity ofany tax, lien, imposition or other obligation 

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which such Pledgor fails to pay or perform as and whenrequired hereby and which such Pledgor does not contest in accordance inaccordance with the provision of Section 4.12 hereof. Any and all amounts soexpended by the Administrative Agent shall be paid by the Pledgors in accordancewith the provisions of Section 11.5 of the Credit Agreement. Neither theprovisions of this Section 11.2 nor any action taken by the Administrative Agentpursuant to the provisions of this Section 11.2 shall prevent any such failureto observe any covenant contained in this Agreement nor any breach of warrantyfrom constituting an Event of Default. Each Pledgor hereby appoints theAdministrative Agent its attorney-in-fact upon the occurrence and during thecontinuance of an Event of Default, with full authority in the place and steadof such Pledgor and in the name of such Pledgor, or otherwise, from time to timein the Administrative Agent's discretion to take any action and to execute anyinstrument consistent with the terms of the Credit Agreement, this Agreement andthe other Security Documents which the Administrative Agent may deem necessaryto accomplish the purposes hereof. The foregoing grant of authority is a powerof attorney coupled with an interest and such appointment shall be irrevocablefor the term hereof. Each Pledgor hereby ratifies all that such attorney shalllawfully do or cause to be done by virtue hereof. 

           SECTION 11.3.Continuing Security Interest;Assignment; Acknowledgement. 
           (a)This Agreement shall create acontinuing security interest in the Pledged Collateral and shall (i) be bindingupon the Pledgors, their respective successors and assigns and (ii) inure,together with the rights and remedies of the Administrative Agent hereunder, tothe benefit of the Administrative Agent and the other Secured Parties and eachof their respective successors, transferees and assigns. No other persons(including, without limitation, any other creditor of any Pledgor) shall haveany interest herein or any right or benefit with respect hereto. Withoutlimiting the generality of the foregoing clause (ii), any Secured Party mayassign or otherwise transfer any indebtedness held by it secured by thisAgreement to any other person, and such other person shall thereupon becomevested with all the benefits in respect thereof granted to such Secured Party,herein or otherwise, subject however, to the provisions of the Credit Agreementand any Hedging Agreement. Each Pledgor acknowledges receipt of (i) a true copyof this Agreement, and (ii) a true copy of a financing statement registeredunder the PPSA evidencing the security interest created hereby. 
           (b)Each Pledgor hereby acknowledges andagrees to the pledge of shares, quotas, units or other equity interests, asapplicable, by its shareholder, quotaholder, unitholder, partner or other equityholder, as applicable, contained in this Agreement. Each Pledgor hereby affirmsits prior grant of security interests under this Agreement as of December 18,2003 (or such later date on which it became party to this Agreement) in favourof the Administrative Agent and the other Secured Parties. Without limiting theforegoing, it is expressly understood and agreed that all security interests,assignments and liens granted by the Pledgors in favour of the AdministrativeAgent for the benefit of itself and the other Secured Parties in this Agreementin connection with the Original Credit Agreement are not terminated hereby, butcontinue and remain in full force and effect, subject to the terms andprovisions hereof. With respect to the pledge of the quotas of BRP Hungary heldby the Canadian Borrower, 4279174 Canada Inc., and any other Pledgor from timeto time, each of the Canadian Borrower, 4279174 Canada Inc. 

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and each such other Pledgor agrees that it shall providenotice to BRP Hungary of the pledge pursuant to this agreement and shall, orshall cause BRP Hungary to (a) make a notation on the list of quotaholdersreferring to such pledge, (b) submit the notated list of quotaholders to theCourt of Registration in Hungary, and (c) retain or deliver to BRP Hungary, asapplicable, a copy of the submitted list of quotaholders. 

           SECTION 11.4.Termination; Release. 
           (a)This Agreement and the Liens andsecurity interests granted hereby shall terminate when all the Obligations(other than wholly contingent indemnification obligations) then due and owinghave been indefeasibly paid in full and the Lenders have no further commitmentto lend under the Credit Agreement. 
           (b)A Pledgor shall automatically bereleased from its obligations hereunder and the Liens on and security interestsgranted in the Pledged Collateral of such Pledgor under this Agreement shall beautomatically released upon the consummation of any transaction permitted by theCredit Agreement as a result of which such Pledgor ceases to be an Obligor.
           (c)Upon any sale or other transfer byany Pledgor of any Pledged Collateral that is permitted under the CreditAgreement to any person that is not a Pledgor, or upon the effectiveness of anywritten consent to the release of the Liens on and security interests granted inthe Pledged Collateral of such Pledgor under this Agreement in any PledgedCollateral pursuant to Section 11.6 of the Credit Agreement, the Liens andsecurity interests granted in such Pledged Collateral under this Agreement shallbe automatically released. 
           (d)In connection with any terminationor release pursuant to paragraphs (a) through (c) above, the AdministrativeAgent shall, at the sole cost and expense of the Pledgors, execute and deliverto any Pledgor all documents that such Pledgor shall reasonably request toevidence such termination or release, and assign, transfer and deliver to suchPledgor, against receipt and without recourse to or warranty by theAdministrative Agent except as to the fact that the Administrative Agent has notencumbered the released assets, such of the Pledged Collateral to be released(in the case of a release) as may be in possession of (or, in the case ofuncertificated securities, registered in the name of) the Administrative Agentand as shall not have been sold or otherwise applied pursuant to the termshereof. 
           SECTION 11.5.Modification in Writing. 
           No amendment, modification, supplement, termination or waiver of or to anyprovision hereof, nor consent to any departure by any Pledgor therefrom, shallbe effective unless the same shall be made in accordance with the terms of theCredit Agreement. Any amendment, modification or supplement of or to anyprovision hereof, any waiver of any provision hereof and any consent to anydeparture by any Pledgor from the terms of any provision hereof shall beeffective only in the specific instance and for the specific purpose for whichmade or given. Except where notice is specifically required by this Agreement orany 

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

           SECTION 11.6.Notices. 
           Unless otherwise provided herein or in the Credit Agreement, any notice or othercommunication herein required or permitted to be given shall be given in themanner and become effective as set forth in the Credit Agreement, as to anyPledgor, addressed to it at the address of such Pledgor set forth in the CreditAgreement and as to the Administrative Agent, addressed to it at the address setforth in the Credit Agreement, or in each case at such other address as shall bedesignated by such party in a written notice to the other party complying as todelivery with the terms of this Section 11.6. 

           SECTION 11.7.GOVERNING LAW. 
           THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OFCANADA APPLICABLE THEREIN. 

           SECTION 11.8.CONSENT TO JURISDICTION ANDSERVICE OF PROCESS; WAIVER OF JURY TRIAL. 
           ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR WITH RESPECT TO THISAGREEMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO AND ALL COURTSCOMPETENT TO HEAR APPEALS THEREFROM AND BY EXECUTION AND DELIVERY HEREOF, EACHPLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY ANDUNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS ANDIRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTIONWITH THIS AGREEMENT. EACH PLEDGOR AGREES THAT SERVICE OF PROCESS IN ANYPROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIEDMAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THECANADIAN BORROWER AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR AT SUCHOTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIEDPURSUANT THERETO. IF ANY AGENT APPOINTED BY ANY PLEDGOR REFUSES TO ACCEPTSERVICE, SUCH PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALLCONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVEPROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THEADMINISTRATIVE AGENT TO BRING PROCEEDINGS AGAINST ANY PLEDGOR IN THE COURTS OFANY OTHER JURISDICTION. 

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

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

           SECTION 11.9.Severability of Provisions.
           Any provision hereof which is prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of such prohibitionor unenforceability without invalidating the remaining provisions hereof oraffecting the validity or enforceability of such provision in any otherjurisdiction. 

           SECTION 11.10.Execution in Counterparts. 
           This Agreement and any amendments, waivers, consents or supplements hereto maybe executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed and delivered shall bedeemed to be an original, but all such counterparts together shall constituteone and the same agreement. 

           SECTION 11.11.Business Days. 
           In the event any time period or any date provided in this Agreement ends orfalls on a day other than a Business Day, then such time period shall be deemedto end and such date shall be deemed to fall on the next succeeding BusinessDay, and performance herein may be made on such Business Day, with the sameforce and effect as if made on such other day. 

           SECTION 11.12.No Credit for Payment of Taxes orImposition. 
           No Pledgor shall be entitled to any credit against the principal, premium, ifany, or interest payable under the Credit Agreement, and such Pledgor shall notbe entitled to any credit against any other sums which may become payable underthe terms thereof or hereof, by reason of the payment of any Taxes on thePledged Collateral or any part thereof. 

           SECTION 11.13.No Claims Against AdministrativeAgent. 
           Nothing contained in this Agreement shall constitute any consent or request bythe Administrative Agent, express or implied, for the performance of any laboror services or the furnishing of any materials or other property in respect ofthe 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 orservices or the furnishing of any materials or other property in such fashion aswould permit the making of any claim against the Administrative Agent in respectthereof or any claim that any Lien based on the performance of such labor orservices or the furnishing of any such materials or other property is prior tothe Lien hereof. 

           SECTION 11.14.No Release. 
           Nothing set forth in this Agreement shall relieve any Pledgor from theperformance of any term, covenant, condition or agreement on such Pledgor's partto be performed or observed under or in respect of any of the Pledged Collateralor from any liability to any person under or in respect of any of the PledgedCollateral or shall impose any obligation 

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

           SECTION 11.15.Obligations Absolute. 
           All obligations of each Pledgor hereunder shall be absolute and unconditionalirrespective of: 

           (i)any bankruptcy, insolvency,reorganization, arrangement, readjustment, composition, liquidation or the likeof any Pledgor; 
           (ii)any lack of validity orenforceability of the Credit Agreement, any Hedging Agreement or any otherCredit Document, or any other agreement or instrument relating thereto; 
           (iii)any change in the time, manner orplace of payment of, or in any other term of, all or any of the Obligations, orany other amendment or waiver of or any consent to any departure from the CreditAgreement, any Hedging Agreement or any other Credit Document or any otheragreement or instrument relating thereto; 
           (iv)any pledge, exchange, release ornon-perfection of any other collateral, or any release or amendment or waiver ofor consent to any departure from any guarantee, for all or any of theObligations; 
           (v)any exercise, non-exercise or waiverof any right, remedy, power or privilege under or in respect hereof, the CreditAgreement, any Hedging Agreement or any other Credit Document except asspecifically set forth in a waiver granted pursuant to the provisions of Section11.5 hereof; or 
(vi)any other circumstances whichmight otherwise constitute a defense available to, or a discharge of, anyPledgor. 
[REMAINDER OF THIS PAGE INTENTIONALLY LEFTBLANK.] 

 

IN WITNESS WHEREOF, the Pledgors and the Administrative Agent have causedthis Agreement to be duly executed and delivered by their duly authorizedofficers as of the date first above written. 
  **BOMBARDIER RECREATIONAL****PRODUCTS INC.,**as Pledgor By: _________________Name:Title:  **J.A. BOMBARDIER (J.A.B.)      INC.,**asPledgor By: ________________Name:Title:  **4186524 CANADA INC.,**as      Pledgor By: _________________Name:Title:  **4279174 CANADA INC.,**as      Pledgor By: _________________Name:Title:
Signature Page to Amended and Restated Canadian SecurityAgreement 

**BRP NOVA SCOTIA ULC,**as      Pledgor By: __________________Name:Title:
Amended and Restated Canadian Security Agreement

 

  **BANK OF MONTREAL**as Administrative Agent By: _________________Name:Title: 
S- 1 

 

Acknowledgement to this Agreement: 

Without limiting the generality of any otherprovision of this Agreement, and, subject to applicable law, each of theundersigned hereby acknowledges and agrees to the pledge of shares, quotas orunits, as applicable, by its shareholder, quotaholder or partner, as applicable,contained in this Agreement. Subject to applicable law, each of the undersignedhereby confirms and, to the extent necessary agrees that the sureties, documentsand agreements to which the undersigned is a party listed in the attachedSchedule A are and will remain in full force and effect, unamended and continueto secure the Obligations under the Credit Agreement, and each undertakes toperform, to the extent necessary, any and all formalities necessary or useful inrelation thereto. 
**[signature blocks to Acknowledgement to this Agreement on nextpage]

 

Acknowledged and agreed to the above: 
**BRP JAPAN LTD.**      By: ______________   Name:   Title:  By:    Name:   Title:      **BRP (BARBADOS) INC.**          By: ________________   Name:   Title:          **BRP****HOLDINGS (HUNGARY) ASSET****MANAGEMENT LIMITED**** LIABILITY****COMPANY**      By: _________________   Name:   Title:  By: _________________   Name:   Title:      
Signature page to Amended and Restated Canadian SecurityAgreement - Acknowledgement 

  **BRP (LUXEMBOURG) 1 S.à.r.l.**  By:Name:Title: **BRP (LUXEMBOURG) 2 S.à.r.l.**  By:Name:Title: **BRP (LUXEMBOURG) 3 S.à.r.l.**  By:Name:Title: **BRP (LUXEMBOURG) 4 S.à.r.l.**  By:Name:Title: **BRP (LUXEMBOURG) 5 S.à.r.l.**  By:Name:Title:
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature page to Amended and Restated Canadian SecurityAgreement - Acknowledgement 

**SCHEDULE A 

DOCUMENTS**- Agreement on Pledge of Intercompany Receivables, dated as  of December 18, 2003, between BRP (Luxembourg) 5 S.à r.l. and Bank of  Montreal, as Administrative Agent.  
-  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 r.l.  Pledge Agreement, dated as of December 18, 2003, between  BRP (Luxembourg) 1 S.à r.l., Bank of Montreal, as Administrative Agent, and  BRP (Luxembourg) 2 S.à r.l.  
Pledge Agreement, dated as of December 18, 2003, between  BRP (Luxembourg) 2 S.à r.l., Bank of Montreal, as Administrative Agent, and  BRP (Luxembourg) 3 S.à r.l.  
Pledge Agreement, dated as of December 18, 2003, between  BRP (Luxembourg) 3 S.à r.l., Bank of Montreal, as Administrative Agent, and  BRP (Luxembourg) 4 S.à r.l.  
Pledge Agreement, dated as of December 18, 2003, between  BRP (Luxembourg) 4 S.à r.l., Bank of Montreal, as Administrative Agent, and  BRP (Luxembourg) 5 S.à r.l.  
Pledge Agreement, dated as of December 18, 2003, between  BRP (Barbados) Inc., Bank of Montreal, as Administrative Agent, and BRP  (Luxembourg) 5 S.à r.l.  
Pledge Agreement, dated as of December 18, 2003, between  BRP (Barbados) Inc. and Bank of Montreal, as Administrative Agent.  
Belgian Share Pledge Agreement, dated as of December 18,  2003, between BRP (Luxembourg) 5 S.à r.l., Bank of Montreal, as Administrative  Agent, and Bombardier Recreational Products Europe NV.  
Austrian Share Pledge Agreement, dated as of December 18,  2003, by and between BRP (Luxembourg) 5 S.à r.l. and Bank of Montreal, as  Administrative Agent.  
Agreement on Pledge of Shares, dated as of December 18,  2003, between BRP (Luxembourg) 5 S.à r.l. and Bank of Montreal, as  Administrative Agent.  
Share Charge Agreement, dated as of March 12, 2004, between  Bombardier Recreational Products Japan Co. Ltd. and Bank of Montreal as  Administrative Agent.  
Share Pledge Agreement, dated as of February 16, 2004,  between Bombardier Recreational Products Inc. and Bank of Montreal, as  Administrative Agent. 

SCHEDULE 3.4 

Locations for Landlord Lien Waivers/BaileeLetters 
- 615 Georges Cros, Granby, Québec, Canada J2J 1B4  
- 1061 Parent Street, St. Bruno, Québec, Canada J3V 6P1  
- 6815A 40th Street Southeast, Calgary, Alberta, Canada T2C  2W7 

EXHIBIT 1 

[Form of] 

ISSUER'S ACKNOWLEDGMENT 

The undersigned hereby (i) acknowledges receipt of a copy ofthat certain security agreement (as amended, amended and restated, supplementedor otherwise modified from time to time, the "Security Agreement;" capitalizedterms used but not otherwise defined herein shall have the meanings assigned tosuch terms in the Security Agreement), dated as of December 18, 2003, as amendedand restated as of February 9, 2005, made by Bombardier Recreational ProductsInc., a corporation existing under the *Canada Business Corporations Act*(the "Canadian Borrower"), the Guarantors party thereto and Bank of Montreal, asAdministrative Agent (in such capacity and together with any successors in suchcapacity, the "Administrative Agent"), (ii) agrees promptly to note on its booksthe security interests granted to the Administrative Agent and confirmed underthe Security Agreement, (iii) agrees that in accordance with and subject to theterms of the Security Agreement it will comply with instructions of theAdministrative Agent with respect to the applicable Securities Collateralwithout further consent by the applicable Pledgor, (iv) agrees to notify theAdministrative Agent upon obtaining knowledge of any interest in favor of anyperson in the applicable Securities Collateral that is adverse to the interestof the Administrative Agent therein and (v) waives any right or requirement atany time hereafter to receive a copy of the Security Agreement in connectionwith the registration of any Securities Collateral thereunder in the name of theAdministrative Agent or its nominee or the exercise of voting rights by theAdministrative Agent or its nominee. 
By:__________________________ Name: Title:
 

 

EXHIBIT 2 

[Form of] 

SECURITIES PLEDGE AMENDMENT 

This Securities Pledge Amendment, dated as of [ ], isdelivered pursuant to Section 5.1 of that certain security agreement (asamended, amended and restated, supplemented or otherwise modified from time totime, the "Security Agreement;" capitalized terms used but not otherwise definedherein shall have the meanings assigned to such terms in the SecurityAgreement), dated as of December 18, 2003, as amended and restated as ofFebruary 9, 2005, made by Bombardier Recreational Products Inc., a corporationexisting under the *Canada Business Corporations Act* (the "CanadianBorrower"), the Guarantors party thereto and Bank of Montreal, as AdministrativeAgent (in such capacity and together with any successors in such capacity, the"Administrative Agent"). The undersigned hereby agrees that this PledgeAmendment may be attached to the Security Agreement and that the PledgedSecurities and/or Intercompany Notes listed on this Pledge Amendment shall bedeemed to be and shall become part of the Pledged Collateral and shall secureall Obligations. 

PLEDGED SECURITIES 
 CLASS  NUMBER OFPERCENTAGE OF OF STOCK  SHARESALL ISSUED CAPITAL ORPARCERTIFICATEOROR OTHER EQUITYISSUERINTERESTSVALUENO(S).INTERESTSINTERESTS OF ISSUER      

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INTERCOMPANY NOTES 
 PRINCIPALDATE OFINTERESTMATURITYISSUERAMOUNTISSUANCERATEDATE
 
[  ],  as Pledgor     By:    Name:   Title:  
 

 

 

AGREED TO AND ACCEPTED: 

BANK OF MONTREAL, as Administrative Agent 

By: _______________________        Name:         Title: 

By:  _____________________         Name:          Title: 

EXHIBIT 3 

[Form of] 

JOINDER AGREEMENT 

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

[Date] 

____________________

Ladies and Gentlemen: 

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

This letter supplements the Security Agreement and isdelivered by the undersigned, [     ] (the "New Pledgor"),pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agreesto be bound as a Guarantor and as a Pledgor by all of the terms, covenants andconditions set forth in the Security Agreement to the same extent that it wouldhave been bound if it had been a signatory to the Security Agreement on theexecution date of the Security Agreement. The New Pledgor also hereby agrees tobe bound as a party by all of the terms, covenants and conditions applicable toit set forth in Articles 6, 7 and 9 of the Credit Agreement to the same extentthat 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 grantsand pledges to the Administrative Agent, as collateral security for the full,prompt and complete payment and performance when due (whether at statedmaturity, by acceleration or otherwise) of the Obligations, a Lien on andsecurity interest in, all of its right, title and interest in, to and under thePledged Collateral and expressly assumes all obligations and liabilities of aGuarantor and Pledgor under the Credit Agreement and the Security Agreement. TheNew Pledgor hereby makes each of the representations and 

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

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

This agreement and any amendments, waivers, consents orsupplements hereto may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original, but all suchcounterparts together shall constitute one and the same agreement. 

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

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IN WITNESS WHEREOF, the New Pledgor has caused this letteragreement to be executed and delivered by its duly authorized officer as of thedate first above written. 
 [NEW PLEDGOR]   By: _____________________          Name:            Title:AGREED TO AND ACCEPTED: BANK OF MONTREAL, as Administrative Agent   By: ______________________            Name:            Title:     By: ______________________        Name:             Title: 
[Schedules to be attached] 

EXHIBIT 4 

[Form of] 

CONTROL AGREEMENT CONCERNING SECURITIESACCOUNTS 

                               This Control Agreement Concerning Securities Accounts (this "ControlAgreement"), 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 thatcertain security agreement (as amended, amended and restated, supplemented orotherwise modified from time to time, the "Security Agreement"), dated as ofDecember 18, 2003, as amended and restated as of February 9, 2005, made by andamong the Borrower, each of the Guarantors listed on the signature pages thereto(together with the Borrower, the "Pledgors"), in favor of the AdministrativeAgent, as pledgee, assignee and secured party. This Control Agreement is enteredinto in connection with the security interests of the Secured Parties granted bythe Pledgor in the Designated Securities Accounts described below. Capitalizedterms used but not defined herein shall have the meanings assigned to such termsin the Security Agreement. 

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

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

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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 theSecured Parties (except that the Securities Intermediary may set off (i) allamounts due to the Securities Intermediary in respect of its customary fees andexpenses 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 creditedto any Designated Account but are subsequently returned unpaid because ofuncollected 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 andthe federal laws of Canada applicable therein. 

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

                               Section 5. Certain Agreements. 

                               (i)The Securities Intermediaryacknowledges receipt of a copy of the Security Agreement. 
                               (ii)The Securities Intermediary hasfurnished to the Administrative Agent and the Pledgor the most recent accountstatement issued by the Securities Intermediary with respect to each of theDesignated Accounts and the Investment Property and cash balances held therein.The account statement for each Designated Account identifies the InvestmentCollateral held therein in the manner set forth on Schedule II annexed hereto.The Securities Intermediary represents and warrants to the Administrative Agentthat each such statement accurately reflects the assets held in such DesignatedAccount as of the date thereof. 
                               (iii)The Securities Intermediary will,upon its receipt of each supplement to the Security Agreement signed by thePledgor and identifying one or more security entitlements or other financialassets as "Investment Collateral," enter into its records, including computerrecords, with respect to each Designated Account a notation with respect toInvestment Collateral so that such records and reports generated with respectthereto identify the Investment Collateral as "Pledged." 

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                               (iv) The AdministrativeAgent has delivered to the Securities Intermediary a list, signed by anauthorized representative (the "Authorized Representative"), of the officers ofthe Administrative Agent authorized to give approvals or instructions under thisControl Agreement (including notices and other instructions under Section 12**hereof) and the Securities Intermediary shall be entitled to rely oncommunications from such authorized officers until the earlier of (A) thetermination of this Control Agreement in accordance with the terms hereof, withnotification by the Authorized Representative of such termination and (B) theassignment of the rights of the Secured Parties in accordance with Section 12hereof. 
                               Section 6. Notice of Adverse Claims. Except for the claims and interestof the Administrative Agent and of the Pledgor in the Investment Collateral andother Investment Property, the Securities Intermediary on the date hereof hasnot received notice of any claim to, or security interest in, any DesignatedAccount or any item of Investment Property credited thereto and has not receivednotice of any claim that any Person other than the Administrative Agent has beengiven "control" of any Designated Account. If any Person asserts any lien,encumbrance or adverse claim (including any writ, garnishment, judgment, warrantof attachment, execution or similar process and any claim of "control") againstany of the Investment Collateral or in any Investment Property carried in anyDesignated Account constituting Investment Property, the Securities Intermediarywill promptly notify the Administrative Agent and the Pledgor thereof. 

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

                                 (i)Notice of Sole Control. If  at any time the Administrative Agent delivers to the Securities Intermediary a  notice of sole control in substantially the form set forth in Exhibit A  attached hereto (the "Notice of Sole Control") with respect to any Designated  Account, the Securities Intermediary agrees that, after receipt of the Notice  of Sole Control, it will take all instructions with respect to such Designated  Account solely from the Administrative Agent. Permitting settlement of trades  pending at the time of receipt of such Notice of Sole Control shall not  constitute a violation of the immediately preceding sentence. Without limiting  the generality of the first sentence of this paragraph, upon receipt of a  Notice of Sole Control, the Securities Intermediary shall (x) no longer permit  any trading with respect to the applicable Investment Collateral to be  initiated by the Pledgor or any representative of, or investment manager  appointed by, the Pledgor and the Securities Intermediary shall follow all  instructions given by an authorized officer of the Administrative Agent,  including without limitation instructions for distribution or transfer of any  Investment Collateral or other Investment Property in any Designated Account  to be made to the Administrative Agent and (y) follow all instructions given  by an authorized officer of the Administrative Agent, including, without  limitation, instructions for distribution or transfer of any funds in any  Designated Account to be made to the Administrative Agent. 

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                               (ii)Voting Rights. Until suchtime as the Securities Intermediary receives a Notice of Sole Control pursuantto clause (i) of this Section 7, the Pledgor, or an investment manager on behalfof the Pledgor, shall direct the Securities Intermediary with respect to thevoting of any Investment Collateral or other financial assets constitutingInvestment Property credited to any Designated Account. 
                               (iii)Permitted Dispositions. Untilsuch time as the Securities Intermediary receives either a Notice of SoleControl signed by the Administrative Agent with respect to some or all of theInvestment Collateral and other Investment Property or a notice signed by theAdministrative Agent that a proposed sale, exchange or transfer of certainInvestment Collateral by or on behalf of the Pledgor will violate the SecurityAgreement, a Pledgor, or any representative of, or investment manager appointedby, a Pledgor, shall direct the Securities Intermediary with respect to thesale, exchange or transfer of such Investment Collateral held in a DesignatedAccount. 
                               (iv)Statements and Confirmations.The Securities Intermediary will send copies of all statements and othercorrespondence (excluding routine confirmations) concerning any DesignatedAccount or any financial assets constituting Investment Property creditedthereto simultaneously to each of the Pledgor and the Administrative Agent atthe address set forth in Section 10 hereof. The Securities Intermediary willprovide to the Administrative Agent and to the Pledgor, upon the AdministrativeAgent's reasonable request therefor from time to time (which may be as frequentas daily and is expected to be at least as frequent as weekly) and, in any eventas of the last business day of each calendar month, a statement of the marketvalue of each item of the Investment Collateral in each Designated Account.
                               (v)Bailee for Perfection. TheSecurities Intermediary acknowledges that, in the event that it should come intopossession of any certificate representing any security or other assets held asInvestment Collateral in any of the Designated Accounts, the SecuritiesIntermediary shall retain possession of the same for the benefit of theAdministrative Agent (and such act shall cause the Securities Intermediary to bedeemed a bailee for the Administrative Agent, if necessary) to perfect theAdministrative Agent's security interest in such securities or assets. TheSecurities Intermediary hereby acknowledges its receipt of a copy of theSecurity Agreement as notice to the Securities Intermediary regarding notice ofa security interest in collateral held by a bailee. 
                               (vi)Certain Matters Relating toInterest, Dividends, etc. Until receipt of a Notice of Sole Control withrespect to some or all of the Investment Collateral, the Securities Intermediaryshall have no responsibility to furnish reports to the Administrative Agent withrespect to, or to segregate or otherwise account to the Administrative Agentfor, dividends, interest or other amounts received in Designated Accounts withrespect to Investment Collateral. 

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

                               (i)The Designated Accounts have beenestablished as set forth in Section 1 hereof and each Designated Account will bemaintained in the manner set forth herein until termination of this ControlAgreement. The Securities Intermediary shall not change the name or accountnumber of any Designated Account without the prior written consent of theAdministrative Agent. 
                               (ii)No item constituting InvestmentCollateral is or will be registered in the name of the Pledgor, payable to itsorder or specially endorsed to it, except to the extent such item has beenendorsed to the Securities Intermediary or in blank. 
                               (iii)This Control Agreement is the validand legally binding obligation of the Securities Intermediary. 
                               (iv)The Securities Intermediary has notentered into any agreement with any other Person pursuant to which it has agreedto comply with instructions with respect to items credited to any DesignatedAccount. Until the termination of this Control Agreement the SecuritiesIntermediary will not, without the written approval of the Administrative Agent,enter into any agreement with any Person pursuant to which it agrees to complywith instructions with respect to Investment Collateral. Until the terminationof this Control Agreement, the Securities Intermediary will not, without thewritten approval of the Administrative Agent (which shall not be unreasonablywithheld), enter into any agreement with any Person relating to any DesignatedAccount or any Investment Property credited thereto pursuant to which it agreesto comply with instructions of such Person. 
                               The Securities Intermediary has not entered into any other agreement with thePledgor or Administrative Agent purporting to limit or condition the obligationof the Securities Intermediary to comply with instructions with respect toInvestment Property credited to any Designated Account as set forth in Section 3**hereof. 

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

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

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Pledgors:[] Address:     1061 Parent Street  St. Bruno, Quebec  J3V 6P1  Attention:Chief Financial    Officer Telecopy:(450) 532-6303 Telephone:(450) 461-7700 with copy to:     Address:  Osler    Hoskin & Harcourt LLP Suite 6600, Box 50  1 First    Canadian Place Toronto,    ON M5X 1B8 Attention:Laurie E. Barrett Telecopy:(416) 862-6666 Telephone:(416) 362-2111Securities  Intermediary:[]    [Address]  Attention:  Telecopy:  Telephone:        Administrative Agent:Bank of Montreal     Address:  100 King    Street West First    Canadian Place, 4th Floor Toronto, Ontario  M5X 1A1  Attention:    Manager, Loan Agency Canada Telecopy:    (416) 867-5938

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with a      copy to:    Cahill      Gordon & Reindel LLP80 Pine Street  New      York, New York  10005 Attention:[]Telecopy:(212)      269-5420Telephone:(212)      701-3000
                               Any party may change its address for notices in the manner set forth above.

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

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

                               "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 instrumentsdeposited 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 totime representing or evidencing any other property from time to time received,receivable or otherwise distributed in respect of or in exchange for any or allof 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 SecuritiesIntermediary and all rights, if any, and interests of the Pledgor in, to andunder each such consent, control or other agreement; provided, however, thatInvestment Collateral shall in no event include the Investment Property. 

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

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

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

 

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      [ ], as Pledgor    By: ____________  Name:  Title:        BANK OF      MONTREAL, as      Administrative Agent By: _____________  Name:  Title:     By: _____________  Name:  Title:           [ ],as      Securities Intermediary       By: _____________  Name:  Title:  

SCHEDULE I 

Designated Account(s) 

SCHEDULE II 

 

EXHIBIT A 

[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 AgreementConcerning Designated Accounts dated as of [ ], by and among [ ], us and you(the "Control Agreement;" capitalized terms used but not defined herein shallhave the meanings assigned to such terms in the Control Agreement) (a copy ofwhich is attached) we hereby give you notice of our sole control over theInvestment Collateral and other items constituting Investment Propertymaintained in the securities accounts, account numbers: ________________ (the"Specified Designated Accounts"). You are hereby instructed not to accept anydirection, instruction or entitlement order with respect to InvestmentCollateral maintained in the Specified Designated Accounts or the financialassets constituting Investment Property credited thereto from any person otherthan the undersigned, unless otherwise ordered by a court of competentjurisdiction. 

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You are instructed to deliver a copy of this notice byfacsimile transmission to [Borrower]. 
Very truly yours, BANK OF MONTREALas Administrative Agent By: _______________Name:Title: By: _______________Name:Title:
 

 

 

 

 

cc: [Borrower] 

EXHIBIT 5 

[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 deliveredpursuant 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 asof February 9, 2005, made by Bombardier Recreational Products Inc., each of theGuarantors 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 interestsof the Secured Parties granted by the Pledgor in the Designated Accountsdescribed below. Capitalized terms used but not defined herein shall have themeanings assigned to such terms in the Security Agreement. 

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

                               Section 2. Control. The Administrative Agent shall upon delivery of aNotice of Sole Control (as defined below) be solely authorized to direct theBank to comply without further consent of the Pledgor or any person acting orpurporting to act for the Pledgor being required, with all instructionsoriginated by the Administrative Agent directing disposition of the funds in theDesignated Account. The Bank shall comply with instructions directing thedisposition of funds in the Designated Account(s) originated by the Pledgor orits authorized representatives until such time as the Administrative Agentdelivers 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 theAdministrative Agent directing the disposition of the funds in the DesignatedAccount without further consent by the Pledgor. . 

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

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

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

                               Section 5. Conflict with Other Agreements; Amendments. As of the datehereof, there are no other agreements entered into between the Bank and thePledgor with respect to any Designated Account or any funds credited thereto(other than standard and customary documentation with respect to theestablishment and maintenance of such Designated Accounts). The Bank and thePledgor will not enter into any other agreement with respect to any DesignatedAccount unless the Administrative Agent shall have received prior written noticethereof. The Bank and the Pledgor will not enter into any other agreement withrespect to control of the Designated Accounts without the prior written consentof the Administrative Agent acting in its sole discretion. In the event of anyconflict with respect to "control" over any Designated Account between thisControl Agreement (or any portion hereof) and any other agreement now existingor hereafter entered into, the terms of this Control Agreement shall prevail. Noamendment or modification of this Control Agreement or waiver of any righthereunder shall be binding on any party hereto unless it is in writing and issigned by all the parties hereto. 

                               Section 6. Certain Agreements. 

                                 (i)The Bank has furnished to the  Administrative Agent and the Pledgor the most recent account statement issued  by the Bank with respect to each of the Designated Accounts and the cash  balances held therein. The Bank represents and warrants to the Administrative  Agent that each such statement accurately reflects the assets held in such  Designated Account as of the date thereof. 
                                 (ii)The Administrative Agent has  delivered to the Bank a list, signed by an authorized representative (the  "Authorized Representative"), of the officers of the Administrative Agent  authorized to give approvals or instructions under this Control Agreement  (including notices and other instructions under Section 11 hereof) and the  Bank shall be entitled to rely on communications from such authorized officers  until the earlier of the termination of this Control Agreement in accordance  with the terms hereof, the notification by the Authorized Representative of a  change and the assignment of the rights of the Secured Parties in accordance  with Section 11 hereof. 
                               Section 7. Notice of Adverse Claims. Except for the claims and interestof the Secured Parties and of the Pledgor in the Designated Account(s), the Bankon the date hereof has not received notice of any claim to, or security interestin, any Designated Account 

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or in any funds credited thereto and has not received noticeof 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 anylien, 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 theAdministrative Agent and the Pledgor thereof. 

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

                                 (i)Notice of Sole Control. If at any  time the Administrative Agent delivers to the Bank a notice of sole control in  substantially the form set forth in Exhibit A attached hereto (the "Notice of  Sole Control") with respect to any Designated Account, the Bank agrees that,  after receipt of the Notice of Sole Control, it will take all instruction with  respect to such Designated Account solely from the Administrative Agent.  Without limiting the generality of the first sentence of this paragraph, upon  receipt of a Notice of Sole Control, the Bank shall follow all instructions  given by an authorized officer of the Administrative Agent, including, without  limitation, instructions for distribution or transfer of any funds in any  Designated Account to be made to the Administrative Agent. 
                                 (ii)Permitted Dispositions. Until such  time as the Bank receives a Notice of Sole Control signed by the  Administrative Agent with respect to a Designated Account, a Pledgor, or any  representative of a Pledgor, shall direct the Bank with respect to the  transfer of the funds held in such Designated Account. Until such time as the  Bank receives a Notice of Sole Control, the Pledgor shall be entitled to write  checks against amounts in each Designated Account, and make withdrawals,  transfers, and other dispositions of the funds in each Designated Account.  
                                 (iii)Statements and Confirmations. The  Bank will promptly send copies of all statements and other correspondence  (excluding routine confirmations) concerning any Designated Account to each of  the Pledgor and the Administrative Agent at the address set forth in Section  11 hereof. The Bank will promptly provide to the Administrative Agent and to  the Pledgor, upon the Administrative Agent's request therefor from time to  time and, in any event as of the last business day of each calendar month, a  statement of the cash balance in each Designated Account. 
                               Section 9. Representations, Warranties and Covenants of the Bank. TheBank hereby makes the following representations, warranties and covenants:

                                 (i)The Designated Accounts have been  established as set forth in Section 1 hereof and each Designated Account will  be maintained in the manner set forth herein until termination of this Control  Agreement. The Bank shall not change 

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the name or account number of any Designated Account without  the prior written consent of the Administrative Agent. 

                                 (ii)This Control Agreement is the  valid and legally binding obligation of the Bank. 
                                 (iii)The Bank has not entered into any  agreement with any other Person pursuant to which it has agreed to comply with  any orders or instructions with respect to any Designated Account. Until the  termination of this Control Agreement, the Bank will not, without the written  approval of the Administrative Agent, enter into any agreement with any Person  pursuant to which it agrees to comply with any orders or instructions of such  Person with respect to any Designated Account. 
                                 (iv)The Bank has not entered into any  other agreement with the Pledgor or the Administrative Agent purporting to  limit or condition the obligation of the Bank to comply with any orders or  instructions with respect to any Designated Account as set forth in Section 2  hereof. 
                               Section 10. Successors; Assignment. The terms of this Control Agreementshall be binding upon, and shall inure to the benefit of, the parties hereto andtheir respective corporate successors and permitted assignees. 

                               Section 11. Notices. Any notice, request or other communication requiredor permitted to be given under this Control Agreement shall be in writing anddeemed to have been properly given when delivered in person, or when sent bytelecopy or other electronic means and electronic confirmation of error freereceipt is received or two (2) days after being sent by certified or registeredCanadian mail, return receipt requested, postage prepaid, addressed to the partyat the address set forth below. 
Pledgors:[] Address:     1061 Parent Street  St. Bruno, Quebec  J3V 6P1  Attention:Chief Financial      Officer Telecopy:(450) 532-6303 Telephone:(450) 461-7700 with copy to:     Address: 

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    Osler Hoskin & Harcourt LLP Suite 6600, Box 50 1 First Canadian Place Toronto, ON M5X 1B8 Attention:Laurie E. Barrett Telecopy:(416) 862-6666 Telephone:(416) 362-2111Bank:[] [] [] Attention:  Telecopy:  Telephone: Administrative Agent:Bank of Montreal    Address:  100 King Street West First Canadian Place, 4th Floor Toronto, Ontario M5X 1A1  Attention: Manager, Loan Agency      Canada Telecopy: (416) 867-5938 with a copy to:    Cahill Gordon & Reindel LLP 80 Pine Street  New York, New York 10005 Attention:Michael E. Micchetti Telecopy:(212) 269-5420 Telephone:(212) 701-3000
                               Any party may change its address for notices in the manner set forth above.

                               Section 12. Termination. The rights and powers granted herein to theAdministrative Agent have been granted in order to perfect the securityinterests of the Secured Parties in the Designated Accounts, are powers coupledwith an interest and will be affected neither by the bankruptcy of the Pledgornor by the lapse of time. The obligations of the Bank hereunder shall continuein effect until the termination of the security interests of the Secured Parties(including, without limitation, by virtue of the notice pursuant to Section 11hereof) with respect to the Designated Account(s) have been terminated and anAuthorized Representative has notified the Bank of such termination in writing.

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

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

  S-1   []  By: Name: Title:   BANK OF MONTREAL, as Administrative Agent   By: Name: Title:   By: Name: Title:   [],as Bank   By: Name: Title: 

SCHEDULE 1 

Designated Account(s) 

 

 

EXHIBIT A 

[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 AgreementConcerning Deposit Accounts dated as of [ ], by and among [ ], us and you (the"Control Agreement;" capitalized terms used but not defined herein shall havethe meanings assigned to such terms in the Control Agreement) (a copy of whichis attached) we hereby give you notice of our sole control over the DesignatedAccount(s), account number(s): ___________________________________ (the"Specified Designated Accounts"). You are hereby instructed not to accept anydirection or instructions with respect to the Specified Designated Accounts orany funds credited thereto from any Person other than the undersigned, unlessotherwise ordered by a court of competent jurisdiction. 

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You are instructed to deliver a copy of this notice byfacsimile transmission to [Borrower] 
Very truly yours, BANK OF MONTREAL,as Administrative Agent By: _______________     Name:     Title: By: _______________           Name:           Title:
cc: [Borrower]**