Common use of Adjustment of Exchange Price Clause in Contracts

Adjustment of Exchange Price. The Exchange Price in effect at any date shall be subject to adjustment from time to time as set forth below. (a) If and whenever at any time prior to the Time of Expiry the Corporation shall (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares, or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Exchange Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged or converted into Common Shares on such effective date or record date), or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable or convertible into Common Shares) at a price per Common Share (or having an exchange or conversion price per Common Share) less than 95% of the Current Market Price of a Common Share on such record date, the Exchange Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered) by the Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the exchangeable or convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Exchange Price shall be re-adjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares (or securities exchangeable or convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants, as the case may be. (c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of such shares in lieu of cash dividends or cash distributions paid in the ordinary course, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) then, in each such case, the Exchange Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, less the fair market value (as determined by the Board of Directors of the Corporation, which determination shall be conclusive) of such shares or rights, options or warrants or evidences or indebtedness or assets so distributed, and the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this Section 6.5(c) the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of holders of Common Shares. (d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation, other than as described in Section 6.5(a), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shall, upon the exercise of such right thereafter, be entitled to receive and accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transaction, in each case if, on the effective date or record date thereof, the Holder of such Debenture had been the registered holder of the number of Common Shares into which the Debenture was exchangeable. If determined appropriate by the Board of Directors of the Corporation to give effect to or to evidence the provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to which a Holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity, the Issuer and the Debenture Trustees shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Exchange or such later date as such Holder would, but for this Section 6.5(e), have become the holder of record of such additional Common Shares pursuant to Section 6.4(b). (f) The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Exchange Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Price then in effect; provided however, that any adjustments which by reason of this Section 6.5(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation, the Issuer or any Subsidiary of the Corporation shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.5, such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. (j) Subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment in the Exchange Price shall be made in respect of any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as though and with the same effect as if they had exchanged their Debentures prior to the effective date or record date, as the case may be, of such event. (k) Except as stated above in this Section 6.5, no adjustment will be made in the Exchange Price for any Debentures as a result of the issuance of Common Shares (i) at less than the Current Market Price for such Common Shares on the date of issuance or (ii) at less than the then applicable Exchange Price.

Adjustment of Exchange Price. The Exchange Price in effect at any date Unless otherwise specified as contemplated by Section 2.02 for Securities of that series, the exchange price for Securities exchangeable for Common Stock shall be subject to adjustment adjusted from time to time as set forth below.follows: (a) If and whenever at any time prior to In case the Time of Expiry the Corporation Parent shall (i1) pay a dividend or make a distribution on Common Stock in shares of Common Stock, (2) subdivide or redivide the outstanding Common Shares Stock into a greater number of Common Shares, shares or (ii3) reduce, combine or consolidate the outstanding Common Shares Stock into a smaller number of shares, the exchange price for the Securities of that series shall be adjusted so that the Holder of any such Security thereafter surrendered for exchange shall be entitled to receive the number of shares of Common Shares, Stock which he would have owned or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares have been entitled to receive after the happening of any of the events described above had such Security been exchanged immediately prior to the holders of all or substantially all of record date in the outstanding Common Shares by way case of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Exchange Price in effect on the effective date in the case of such subdivision, redivision, reduction, combination subdivision or consolidation or on combination. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the record date for such issue of Common Shares by way in the case of a dividend or distribution, except as provided in paragraph (h) below, and shall become effective immediately after the case may be, shall effective date in the case of any of a subdivision or combination. (b) In case the events referred Parent shall issue rights or warrants to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number all holders of Common Shares that would have been outstanding had all such securities been exchanged Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or converted into purchase shares of Common Shares on such effective date or record dateStock at a price per share less than the current market price per share of Common Stock (as defined for purposes of this paragraph (b) in paragraph (e) below), or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on at the record date for the dividend determination of stockholders entitled to receive such rights or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) If and whenever at any time prior to the Time of Expirywarrants, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable or convertible into Common Shares) at a exchange price per Common Share (or having an exchange or conversion price per Common Share) less than 95% of the Current Market Price of a Common Share on such record date, the Exchange Price in effect immediately prior thereto shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the Exchange Price exchange price in effect on immediately prior to the date of issuance of such record date rights or warrants by a fraction, the numerator of which shall be the total number of shares of Common Shares Stock outstanding on the date of issuance of such record date rights or warrants plus a the number of shares of Common Shares equal to the number arrived at by dividing Stock which the aggregate offering price of the total number of additional shares of Common Shares Stock so offered for subscription or would purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered) by the Current Market Price per Common Shareat such current market price, and the denominator of which shall be the total number of shares of Common Shares Stock outstanding on the date of issuance of such record date rights or warrants plus the total number of additional shares of Common Shares offered for subscription Stock receivable upon exercise of such rights or purchase (or into which the exchangeable or convertible securities so offered are convertible)warrants. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or issued, and shall become effective immediately, except as provided in paragraph (h) below, after such record date. In determining whether any such options, rights or warrants are not exercised prior entitle the Holders of the Securities of that series to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the expiration aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Parent for such rights or warrants plus the exercise price thereof, the Exchange Price shall be re-adjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares (or securities exchangeable or convertible into Common Shares) actually issued upon the exercise value of such options, rights consideration or warrantsexercise price, as the case may be, if other than cash, to be determined by the Board of Directors. (c) If and whenever at any time prior to In case the Time of Expiry, the Corporation Parent shall fix a record date for the making of a distribution distribute to all or substantially all the holders of its outstanding Common Shares of (i) Stock any shares of any class Capital Stock of the Parent (other than Common Shares and other than shares distributed to holders Stock) or evidences of Common Shares who have elected pursuant to any dividend reinvestment its indebtedness or share purchase plan or similar arrangement of the Corporation to receive assets (excluding cash dividends or distributions in paid from retained earnings of the form of such shares in lieu of cash dividends Parent) or cash distributions paid in the ordinary course, (ii) rights, options rights or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares any of its securities (excluding those rights or securities exchangeable for or convertible into Common Shareswarrants referred to in paragraph (b) above) (any of the foregoing being herein in this paragraph (c) called the “Special Securities”), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) then, in each such case, unless the Exchange Price Parent elects to reserve such Special Securities for distribution to the Holders of Securities of that series upon the exchange so that any such Holder exchanging such Securities will receive upon such exchange, in addition to the shares of Common Stock to which such Holder is entitled, the amount and kind of Special Securities which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the Special Securities, exchanged Securities for Common Stock, the exchange price shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the Exchange Price exchange price in effect on immediately prior to the date of such record date distribution by a fraction, fraction the numerator of which shall be the total number current market price per share (as defined for purposes of this paragraph (c) in paragraph (e) below) of Common Shares outstanding Stock on such the record date multiplied by the Current Market Price per Common Share on such record date, mentioned above less the fair market value (as determined by the Board of Directors then Fair Market Value of the Corporation, which determination shall be conclusive) portion of such shares or rights, options or warrants or evidences or indebtedness or assets the Special Securities so distributeddistributed applicable to one share of Common Stock, and the denominator of which shall be the total number current market price per share (as defined in paragraph (e) below) of Common Shares outstanding Stock; provided, however, that in the event the then Fair Market Value of the portion of the Special Securities so distributed applicable to one share of Common Stock is equal to or greater than the current market price per share (as defined in paragraph (e) below) of Common Stock on such the record date multiplied by mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Securities of that series shall have the right to receive the amount and kind of Special Securities such Current Market Price per Common ShareHolder would have received had such Holder exchanged such Securities immediately prior to the record date for the distribution of the Special Securities. Such adjustment shall be made successively whenever such a become effective immediately, except as provided in paragraph (h) below, after the record date is fixed. To for the extent that determination of stockholders entitled to receive such distribution is not so made, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this Section 6.5(c) the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of holders of Common Sharesdistribution. (d) If and whenever at If, pursuant to paragraph (b) or (c) above, the number of shares of Common Stock shall have been adjusted because the Parent has declared a dividend, or made a distribution, on the outstanding shares of Common Stock in the form of any time prior right or warrant to the Time of Expiry, there is a reclassification purchase securities of the Common Shares or a capital reorganization of the Corporation, other than as described in Section 6.5(a)Parent, or a consolidationthe Parent has issued any such right or warrant, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shallthen, upon the exercise expiration of any such unexercised right or unexercised warrant, the exchange price shall forthwith be adjusted to equal the exchange price that would have applied had such right thereafteror warrant never been declared, distributed or issued. (e) For the purpose of any computation under paragraph (b) above, the current market price per share of Common Stock on any date shall be entitled deemed to receive and acceptbe the average of the reported last sales prices for the 30 consecutive Trading Days (as defined below) commencing 45 Trading Days before the date in question. For the purpose of any computation under paragraph (c) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the reported last sales prices for the 10 consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of paragraph (b) or paragraph (c)) shall be the reported last sales price, regular way, or, in lieu case no sale takes place on such day, the average of the number of Common Shares then sought to be acquired by itreported closing bid and asked prices, the kind and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transactionregular way, in each either case ifas reported on the New York Stock Exchange Composite Tape or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the effective date principal national securities exchange on which the Common Stock is listed or record date thereofadmitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or, if the Common Stock is not quoted on such National Market System, the Holder of such Debenture had been the registered holder average of the number closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the Common Stock on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Common Shares into which the Debenture was exchangeable. If determined appropriate Stock selected for such purpose by the Board of Directors of the Corporation to give effect to Parent or to evidence the provisions of this Section 6.5(d)a committee thereof or, if no such quotations are available, the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application fair market value of the provisions set forth Common Stock as determined by a New York Stock Exchange Member firm regularly making a market in this Indenture the Common Stock selected for such purpose by the Board of Directors of the Parent or a committee thereof or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of the Parent or a committee thereof. As used herein, the term “Trading Day” with respect to the rights and interests thereafter Common Stock means (1) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (2) if the Common Stock is quoted on the National Market System of the Holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicableNASDAQ, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to a day on which a Holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity, the Issuer and the Debenture Trustees shall provide for adjustments which shall be as nearly equivalent as trades may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared National Market System or (3) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in favour the State of holders of record of Common Shares on and after the Date of Exchange New York are authorized or such later date as such Holder would, but for this Section 6.5(e), have become the holder of record of such additional Common Shares pursuant obligated by law or executive order to Section 6.4(b)close. (f) The adjustments provided for No adjustment in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Exchange Price exchange price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Price then in effectsuch price; provided provided, however, that any adjustments which by reason of this Section 6.5(fparagraph (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) For the purpose of calculating the number of Common Shares outstanding; and, Common Shares owned by or for the benefit of the Corporationprovided, the Issuer or any Subsidiary of the Corporation shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.5further, such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an that adjustment shall be conclusive evidence that they have determined that it is equitable required and made in accordance with the provisions of this Article 12 (other than this paragraph (f)) not later than such time as may be required in order to make no adjustment in preserve the circumstances. (j) Subject to, as required, tax free nature of a distribution to the prior written consent holders of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment in the Exchange Price Common Stock. All calculations under this Article 12 shall be made in respect of any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as though and with the same effect as if they had exchanged their Debentures prior to the effective date nearest cent or record dateto the nearest 1/100 of a share, as the case may be, with one-half cent and 1/200 of a share, respectively, being rounded upward. Anything in this Section 12.05 to the contrary notwithstanding, the Issuer shall be entitled to make such eventreductions in the exchange price, in addition to those required by this Section 12.05, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Parent to its stockholders shall not be taxable. (kg) Except Whenever the exchange price is adjusted, as stated above herein provided, the Issuer shall promptly file with the Trustee, at the Corporate Trust Office of the Trustee, and with the office or agency maintained by the Issuer for the exchange of Securities of that series pursuant to Section 4.02, an Officers’ Certificate, setting forth the exchange price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment. Neither the Trustee nor any exchange agent shall be under any duty or responsibility with respect to any such certificate or any facts or computations set forth therein, except to exhibit said certificate from time to time to any Holder of a Security of that series desiring to inspect the same. The Issuer shall promptly cause a notice setting forth the adjusted exchange price to be mailed to the Holders of Securities of that series, as their names and addresses appear upon the security register of the Issuer. (h) In any case in which this Section 6.512.05 provides that an adjustment shall become effective immediately after a record date for an event, no adjustment will be made in the Exchange Price for Issuer may defer until the occurrence of such event (1) issuing to the Holder of any Debentures as a result Security of that series exchanged after such record date and before the occurrence of such event the additional shares of the issuance Common Stock issuable upon such exchange by reason of the adjustment required by such event over and above the Common Stock issuable upon such exchange before giving effect to such adjustment and (2) paying to such Holder any amount in cash in lieu of any fractional share of Common Shares (i) at less than the Current Market Price for such Common Shares on the date of issuance or (ii) at less than the then applicable Exchange PriceStock pursuant to Section 12.06 hereof.

Adjustment of Exchange Price. The Exchange Price in effect at any date shall be subject to adjustment from time to time as set forth below. (a) If and whenever at any time prior to the Time of Expiry the Corporation shall shall (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares, or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Exchange Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged or converted into Common Shares on such effective date or record date), or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable or convertible into Common Shares) at a price per Common Share (or having an exchange or conversion price per Common Share) less than 95% of the Current Market Price of a Common Share on such record date, the Exchange Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered) by the Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the exchangeable or convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Exchange Price shall be re-adjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares (or securities exchangeable or convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants, as the case may be. (c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of such shares in lieu of cash dividends or cash distributions paid in the ordinary course, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) then, in each such case, the Exchange Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, less the fair market value (as determined by the Board of Directors of the Corporation, which determination shall be conclusive) of such shares or rights, options or warrants or evidences or indebtedness or assets so distributed, and the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this Section 6.5(c) the term “"dividends or distributions paid in the ordinary course” " shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of holders of Common Shares. (d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation, other than as described in Section 6.5(a), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shall, upon the exercise of such right thereafter, be entitled to receive and accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transaction, in each case if, on the effective date or record date thereof, the Holder of such Debenture had been the registered holder of the number of Common Shares into which the Debenture was exchangeable. If determined appropriate by the Board of Directors of the Corporation to give effect to or to evidence the provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to which a Holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity, the Issuer and the Debenture Trustees shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s 's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Exchange or such later date as such Holder would, but for this Section 6.5(e), have become the holder of record of such additional Common Shares pursuant to Section 6.4(b). (f) The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Exchange Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Price then in effect; provided however, that any adjustments which by reason of this Section 6.5(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation, the Issuer or any Subsidiary of the Corporation shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.5, such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. (j) Subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment in the Exchange Price shall be made in respect of any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as though and with the same effect as if they had exchanged their Debentures prior to the effective date or record date, as the case may be, of such event. (k) Except as stated above in this Section 6.5, no adjustment will be made in the Exchange Price for any Debentures as a result of the issuance of Common Shares (i) at less than the Current Market Price for such Common Shares on the date of issuance or (ii) at less than the then applicable Exchange Price.

Adjustment of Exchange Price. The Exchange Price in effect at any date shall be subject to adjustment adjusted from time to time by the Company as set forth below.follows: (a) If and whenever In the event that the provisions of the Series C Preferred Stock as set forth in the Certificate of Designation attached as Exhibit C hereto shall at any time prior be amended in accordance with the provisions of the Certificate of Designation and this Indenture, to reduce the Time of Expiry the Corporation shall (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common SharesLiquidation Preference of, or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders amount of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or other distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares)payable with respect to, the Exchange Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged or converted into Common Shares on such effective date or record date)Series C Preferred Stock, or shall, in to change the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from Conversion Price at which such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable or Series C Preferred Stock is convertible into Common Shares) at a price per Common Share Stock pursuant to the provisions of the Certificate of Designation (or having an exchange or conversion price per Common Share) less than 95% of the Current Market manner in which such Conversion Price of a Common Share on such record dateis adjusted as set forth in Section 8 thereof), the Exchange Price shall be adjusted immediately after in such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered) by the Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the exchangeable or convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Exchange Price shall be re-adjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares (or securities exchangeable or convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants, manner as the case may be. (c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of such shares in lieu of cash dividends or cash distributions paid in the ordinary course, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) then, in each such case, the Exchange Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, less the fair market value (as determined by the Board of Directors of the CorporationCompany shall determine is fair and equitable, which determination shall be conclusive) of such shares or rights, options or warrants or evidences or indebtedness or assets so distributed, conclusive and the denominator of which shall be set forth in a Board Resolution. (b) The Company may make such reductions in the total number Conversion Price, in addition to those required by Section 17.5(a), as the Board of Common Shares outstanding on Directors considers to be advisable to avoid or diminish any income tax to holders of Preferred Stock or rights to purchase Preferred Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such record date multiplied by such Current Market Price per Common Share. Such adjustment shall be made successively whenever such a record date is fixedfor income tax purposes. To the extent that such distribution is not so madepermitted by applicable law, the Company from time to time may reduce the Exchange Price shall be readjusted to by any amount for any period of time if the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this Section 6.5(c) the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course period is at the option of holders of Common Shares. (d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation, other than as described in Section 6.5(a), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shall, upon the exercise of such right thereafter, be entitled to receive and accept, in lieu of the number of Common Shares then sought to be acquired by itleast 20 days, the kind reduction is irrevocable during the period and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transaction, in each case if, on the effective date or record date thereof, the Holder of such Debenture had been the registered holder of the number of Common Shares into which the Debenture was exchangeable. If determined appropriate by the Board of Directors shall have made a determination that such reduction would be in the best interests of the Corporation to give effect to or to evidence Company, which determination shall be conclusive and described in a Board Resolution. Whenever the provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to which a Holder of Debentures Exchange Price is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees reduced pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entitypreceding sentence, the Issuer and the Debenture Trustees Company shall provide for adjustments which shall be as nearly equivalent as may be practicable mail to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of all holders of record of Common Shares on the Notes a notice of the reduction at least 15 days prior to the date the reduced Exchange Price takes effect, and after such notice shall state the Date of Exchange or such later date as such Holder would, but for this Section 6.5(e), have become reduced conversion Price and the holder of record of such additional Common Shares pursuant to Section 6.4(b)period it will be in effect. (fc) The adjustments provided for No adjustment in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Exchange Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Price then in effectsuch price; provided provided, however, that any adjustments which by reason of this Section 6.5(f17.5(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation, the Issuer or any Subsidiary of the Corporation shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in . All calculations under this Section 6.5, such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. (j) Subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment in the Exchange Price Article XVII shall be made in respect of any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than by the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as though Company and with the same effect as if they had exchanged their Debentures prior shall be made to the effective date nearest cent or record dateto the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a change in the par value, or to or from no par value, of the Preferred Stock. To the extent the Notes become convertible into cash, assets, property or securities (other than Preferred Stock or Common Stock of the Company), no adjustment need be made thereafter as to the cash, assets, property or such eventsecurities (except as such securities may otherwise by their terms provide), and interest shall not accrue on such cash. (kd) Except as stated above in this Section 6.5, no adjustment will be made in whenever the Exchange Price for is adjusted as herein provided, the Company shall promptly file with the Trustee and any Debentures as exchange agent other than the Trustee an Officers' Certificate setting forth the Exchange Price after such adjustment and setting forth a result brief statement of the issuance facts requiring such adjustment. Promptly after delivery of Common Shares such certificate, the Company shall prepare a notice of such adjustment of the Exchange Price setting forth the adjusted Exchange Price and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Exchange Price to the holder of each Note at his last address appearing on the Note register provided for in Section 2.5 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not effect the legality or validity of any such supplemental indenture. (e) In any case in which this Section 17.5 provides that an adjustment shall become effective immediately after a Record Date for an event, the Company may defer until the occurrence of such event (i) at less than issuing to the Current Market Price for holder of any Note converted after such Common Shares on Record Date and before the date occurrence of issuance or such event the additional shares of Preferred Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Preferred Stock issuable upon such conversion before giving effect to such adjustment and (ii) at less than the then applicable Exchange Pricepaying to such holder any amount in cash in lieu of any fraction pursuant to Section 17.3.

Adjustment of Exchange Price. The Exchange Price initial exchange price as stated in effect at any date Section 5(a) hereof shall be subject to adjustment adjusted from time to time (as set forth below.so adjusted, the "Exchange Price") as follows: (a) If and whenever at any time prior to the Time of Expiry the Corporation shall (i) In case Parent shall (1) pay a dividend on its Class A Shares in Class A Shares, (2) make a distribution on its Class A Shares in Class A Shares, (3) subdivide or redivide the its outstanding Common Class A Shares into a greater number of Common Sharesshares, or (ii4) reduce, combine or consolidate the its outstanding Common Class A Shares into a smaller number of Common Shares, or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares)shares, the Exchange Price in effect on immediately prior thereto shall be adjusted so that the effective date Holder upon exchange of the Exchangeable Debenture shall thereafter be entitled to receive that number of Class A Shares which it would have owned had the Exchangeable Debenture been exchanged immediately prior to the happening of such subdivision, redivision, reduction, combination or consolidation or on event. An adjustment made pursuant to this subsection (i) shall become effective immediately after the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged or converted into Common Shares on such effective date or record date), or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution and shall be deemed to have been made on become effective immediately after the record effective date for in the dividend case of subdivision or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5combination. (bii) If and whenever In case Parent shall, by dividend or otherwise, at any time prior to the Time of Expiry, the Corporation shall fix distribute (a record date for the issuance of options, rights or warrants "Triggering Distribution") to all or substantially all the holders of its outstanding Common Class A Shares, cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable to holders of Class A Shares entitling themin respect of any offer by Parent or a Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis and such offer is consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all other cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no 592229.04-New York Server 6A - MSW Exchange Price adjustment pursuant to this Section 5 has been made, for a period expiring not more than 45 days after such record date, exceeds an amount equal to subscribe for or purchase Common Shares (or securities exchangeable or convertible into Common Shares) at a price per Common Share (or having an exchange or conversion price per Common Share) less than 955% of the product of the Current Market Price of a Common Per Class A Share on the Business Day (the "Determination Date") immediately preceding the day on which such record dateTriggering Distribution is declared by Parent multiplied by the number of Class A Shares outstanding on the Determination Date (excluding shares held in the treasury of Parent), the Exchange Price shall be adjusted immediately after such record date reduced so that the same shall equal the price determined by multiplying such Exchange Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Class A Share on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence of such fair market value) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one Class A Share (determined on the basis of the number of Class A Shares outstanding on the Determination Date) and the denominator shall be such Current Market Price Per Class A Share on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any offer, by Parent or any of its Subsidiaries to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis shall expire and such offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors of Parent), whose determination shall be conclusive evidence thereof of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive evidence thereof) of any other consideration payable in respect of any other offers by Parent or any Subsidiary of Parent to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made and (B) all cash distributions to all or substantially all holders of its Class A Shares made within the 12 months preceding the Expiration Date and in respect of which no Exchange Price adjustment pursuant to this Section 5 has been made, exceeds an amount equal to 5% of the product of the Current Market Price Per Class A Share as of the last date (the "Expiration Date") tenders, repurchases or redemptions could have been made pursuant to such offer (as it may be amended) (the last time at which such purchases could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of Class A Shares outstanding (including tendered shares but excluding any shares held in the treasury of Parent) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Exchange Price shall be reduced so that the same shall equal the price determined by multiplying the Exchange Price in effect immediately prior to the close of business on such record date the Expiration Date by a fraction, fraction of which the numerator of which shall be the total product of the number of Common Class A Shares outstanding on such record date plus a number (including tendered, repurchased or redeemed shares but excluding any shares held in the treasury of Common Shares equal to Parent) at the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered) Expiration Time multiplied by the Current Market Price per Common Share, Per Class A Share on the Trading Day 592229.04-New York Server 6A - MSW next succeeding the Expiration Date and the denominator of which shall be the total sum of (x) the aggregate consideration (determined as aforesaid) payable to Class A stockholders based on the acceptance (up to any maximum specified in the terms of the offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Common Class A Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of Parent) at the Expiration Time and the Current Market Price Per Class A Share on the Trading Day next succeeding the Expiration Date, such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the exchangeable or convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised reduction to become effective immediately prior to the expiration thereofopening of business on the day following the Expiration Date. In the event that Parent or its Subsidiary, as the case may be, is obligated to purchase shares pursuant to any offer to purchase Class A Shares from Parent's Class A stockholders on a pro rata basis, but Parent or its Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Exchange Price shall again be re-adjusted to be the Exchange Price which would then be in effect if such record date had not have been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares shares actually purchased. If the application of this Section 5(h) would result in an increase in the Exchange Price, no adjustment shall be made under this Section 5(h). (2) For the purpose of any computation under subsections (i) and (ii) of this Section 5(h), the current market price per Class A Share (the "Current Market Price Per Share") on any date shall be deemed to be the average of the daily Closing Prices for the 30 consecutive Trading Days commencing 45 Business Days before (i) the Determination Date or securities exchangeable or convertible into Common Shares) actually issued upon the exercise of such options, rights or warrantsExpiration Date, as the case may be. , with respect to distributions or offers under subsection (cii) If and whenever at any time prior to of this Section 5(h) or (ii) the Time of Expiry, the Corporation shall fix a record date for the making of a distribution with respect to all distributions, issuances or substantially all the holders of its outstanding Common Shares of other events requiring such computation under subsection (i) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement this Section 5(h). The Closing Price for each day (the "Closing Price") shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the Corporation reported closing bid and asked prices in case on the NYSE. If the Class A Shares are not then quoted or listed or admitted to receive dividends trading on the NYSE, the last reported sale price referenced above shall be determined based on the last reported sale price on the TSX (and converted to U.S. dollars at the exchange rate quoted by the Bank of Canada at such time) or, if the Class A Shares are not then quoted or distributions in listed or admitted to trading on the form NYSE or TSX, any national securities exchange or quotation system on which sales of such shares in lieu of cash dividends or cash distributions paid in the ordinary courseClass A Shares takes place, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) thenor, in each such casecase no reported sale takes place, the Exchange Market Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, less the fair market value (of a Class A Shares as reasonably determined in good faith by the Board of Directors of the CorporationCompany. (3) In any case in which this Section 5(h) shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, which determination shall be conclusive) as the case may be, established for purposes of such shares or rightsthis Section 5(h), options or warrants or evidences or indebtedness or assets so distributed, and Parent may elect to defer issuing to the denominator of which shall be the total number of Common Shares outstanding on Holder until after such record date multiplied or Determination Date or Expiration Date the Class A Shares and other capital stock of Parent issuable upon such exchange over and above the Class A Shares and other capital stock of Parent issuable upon such exchange only on the basis of the Exchange Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, Parent shall issue or cause its transfer agent to issue due bills or other appropriate evidence prepared by Parent of the right to receive such Current Market shares. If any distribution in respect of which an adjustment to the 592229.04-New York Server 6A - MSW Exchange Price per Common Share. Such adjustment shall is required to be made successively whenever such a as of the record date is fixed. To the extent that such distribution or Determination Date or Expiration Date therefor is not so madethereafter made or paid by the Company for any reason, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares effective date or rights, options Determination Date or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this Section 6.5(c) the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of holders of Common SharesExpiration Date had not occurred. (diii) If and whenever at any time prior event occurs as to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation, other than as described in Section 6.5(a), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shall, upon the exercise of such right thereafter, be entitled to receive and accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transaction, in each case if, on the effective date or record date thereof, the Holder of such Debenture had been the registered holder of the number of Common Shares into which the Debenture was exchangeable. If determined appropriate by the Board of Directors of the Corporation to give effect to or to evidence the foregoing provisions of this Section 6.5(d)5(h) are not strictly applicable or, if strictly applicable, would not, in the Corporationgood faith judgment of the Company, its successorfairly and adequately protect the rights of the Holder in accordance with the essential intent and principles of such provisions, or then the Company shall make such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the provisions set forth in this Indenture with respect to the rights and interests thereafter good faith opinion of the Holder Company, to protect such rights as aforesaid, but in no event shall any such adjustment have the effect of Debentures to increasing the end that Exchange Price or decreasing the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to which a Holder number of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity, the Issuer and the Debenture Trustees shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Class A Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Exchange or such later date as such Holder would, but for this Section 6.5(e), have become the holder of record of such additional Common Shares pursuant to Section 6.4(b). (f) The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Exchange Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Price then in effect; provided however, that any adjustments which by reason of this Section 6.5(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentExchangeable Debenture. (g) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation, the Issuer or any Subsidiary of the Corporation shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.5, such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. (j) Subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment in the Exchange Price shall be made in respect of any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as though and with the same effect as if they had exchanged their Debentures prior to the effective date or record date, as the case may be, of such event. (k) Except as stated above in this Section 6.5, no adjustment will be made in the Exchange Price for any Debentures as a result of the issuance of Common Shares (i) at less than the Current Market Price for such Common Shares on the date of issuance or (ii) at less than the then applicable Exchange Price.

Adjustment of Exchange Price. The Exchange Price in effect at any date shall be subject to adjustment adjusted (without duplication) from time to time by the Company as set forth below.follows: (a) If and whenever at any time prior to In case the Time of Expiry the Corporation Guarantor shall (i) pay a dividend or other distribution in shares of Common Stock to all holders of Common Stock, (ii) subdivide or redivide the its outstanding Common Shares Stock into a greater number of Common Shares, shares or (iiiii) reduce, combine or consolidate the its outstanding Common Shares Stock into a smaller number of Common Shares, or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Exchange Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged or converted into Common Shares on such effective date or record date), or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable or convertible into Common Shares) at a price per Common Share (or having an exchange or conversion price per Common Share) less than 95% of the Current Market Price of a Common Share on such record dateshares, the Exchange Price shall be adjusted so that the Holder of any Security thereafter surrendered for exchange shall be entitled to receive the number of shares of Common Stock which it would have owned or been entitled to receive had such Security been exchanged immediately prior to the happening of such event. For the purposes of calculating the Exchange Price adjustment pursuant to this Section 5.05(a), Holders of a Security shall be treated as if they had the right to exchange the Security solely into Common Stock at the then applicable Exchange Price. An adjustment made pursuant to this Section 5.05(a) shall become effective immediately after such the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision or combination. (b) In case the Guarantor shall issue to all holders of Common Stock rights, warrants or options entitling such holders (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the average Common Stock Price for the five Trading Days ending on the earlier of the record date in respect of such distribution or the Trading Day before the Ex-Dividend Date with respect thereto, the Exchange Price shall be decreased so that it the Exchange Price shall equal the price determined by multiplying the Exchange Price in effect on such immediately prior to the record date for such issue by a fraction, , (i) the numerator of which shall be the total number of shares of Common Shares Stock outstanding on such record date of public announcement, plus a the number of Common Shares equal to the number arrived at by dividing shares which the aggregate subscription or purchase price of for the total number of additional shares of Common Shares Stock offered for subscription by the rights, warrants or purchase options so issued (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offeredoffered by such rights, warrants or options) by the Current Market Price per would purchase at such average Common ShareStock Price, and and (ii) the denominator of which shall be the total number of shares of Common Shares Stock outstanding on such record date of public announcement plus the total number of additional Additional Shares of Common Shares Stock offered for subscription by such rights, warrants or purchase options (or into which the exchangeable or convertible securities so offered by such rights, warrants or options are convertibleexchangeable); provided that no adjustment will be made if Holders of the Securities are entitled to participate in the distribution on substantially the same terms as holders of the Common Stock as if such Holders had exchanged their Securities solely for Common Stock immediately prior to such distribution at the then applicable Exchange Price. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such optionsrights, rights warrants or options are issued, and shall become effective immediately after such record date. If, at the end of the period during which such rights, warrants or options are exercisable, not so all rights, warrants or options shall have been exercised, the adjusted Exchange Price shall be immediately readjusted to what it would have been upon application of the foregoing adjustment, substituting the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued) for the total number of shares of Common Stock offered (or convertible securities offered). (iii) The “Ex-Dividend Date” for any such options, rights issuance or warrants are not exercised distribution means the date immediately prior to the expiration thereofcommencement of “ex-dividend” trading for such issuance or distribution on The New York Stock Exchange or such other U.S. national securities exchange or the Nasdaq Stock Market or similar system of automated dissemination of quotations of securities prices on which the Common Stock is then listed or quoted. (c) (i) In case the Guarantor shall distribute to all holders of Common Stock any shares of Capital Stock of the Guarantor (other than Common Stock) or evidences of its indebtedness, other securities or other assets, or shall distribute to all holders of Common Stock rights, warrants or options to subscribe for or purchase any of its securities (excluding (1) those rights, options and warrants referred to in Section 5.05(b); (2) those dividends, distributions, subdivisions and combinations referred to in Section 5.05(a); and (3) those dividends and distributions paid in cash referred to in Section 5.05(e)), then in each such case the Exchange Price shall be re-adjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares (or securities exchangeable or convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants, as the case may be. (c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of such shares in lieu of cash dividends or cash distributions paid in the ordinary course, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) then, in each such case, the Exchange Price shall be adjusted immediately after such record date decreased so that it the same shall equal the price determined by multiplying the Exchange Price in effect on immediately prior to the date of such record date distribution by a fraction, , (A) the numerator of which shall be the total number Market Price on the record date for the determination of holders of Common Shares outstanding on Stock entitled to receive such record date multiplied by the Current Market Price per Common Share on such record date, distribution less the fair market value on such Record Date (as determined by the Company’s Board of Directors of the CorporationDirectors, which whose determination shall be conclusiveconclusive evidence of such fair market value) of such shares or rights, options or warrants the portion of the Capital Stock or evidences or indebtedness of indebtedness, securities or assets so distributeddistributed or of such rights, and warrants or options, in each case applicable to one share of Common Stock, and (B) the denominator of which shall be the total number of Common Shares outstanding Market Price on such record date multiplied by date, such Current Market Price per Common Share. Such adjustment shall be made successively whenever such a to become effective immediately after the record date is fixed. To for such distribution; provided that if the extent that such distribution is not so made, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this Section 6.5(c) the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of holders of Common Shares. (d) If and whenever at any time prior to the Time of Expiry, there is a reclassification numerator of the Common Shares or foregoing fraction is less than $1.00 (including a capital reorganization of the Corporation, other than as described in Section 6.5(anegative amount), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shall, upon the exercise of such right thereafter, be entitled to receive and accept, then in lieu of the number of Common Shares then sought to be acquired by itforegoing adjustment, the kind and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transaction, in each case if, on the effective date or record date thereof, the Holder of such Debenture had been the registered holder of the number of Common Shares into which the Debenture was exchangeable. If determined appropriate by the Board of Directors of the Corporation to give effect to or to evidence the provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which adequate provision shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to which a so that each Holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity, the Issuer and the Debenture Trustees shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and have the right to receive any distributions made on upon exchange, in addition to the cash and Common Stock issuable upon such additional Common Shares declared in favour of holders of record of Common Shares on and after exchange, the Date of Exchange or such later date as distribution such Holder would, but would have received had such Holder exchanged its Security solely into Common Stock at the then applicable Exchange Price immediately prior to the record date for this Section 6.5(e), have become the holder of record of such additional Common Shares pursuant to Section 6.4(b). (f) The adjustments distribution; provided for in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, that no adjustment of the Exchange Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Price then in effect; provided however, that any adjustments which by reason of this Section 6.5(f) are not required to will be made shall be carried forward and taken into account in any subsequent adjustment. (g) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation, the Issuer or any Subsidiary of the Corporation shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.5, such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. (j) Subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment in the Exchange Price shall be made in respect of any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures Securities are entitled to participate in such event the distribution on substantially the same terms mutatis mutandis as though and with holders of the same effect Common Stock as if they such Holders had exchanged their Debentures Securities solely into Common Stock immediately prior to the effective date or record date, as the case may be, of such event. (k) Except as stated above in this Section 6.5, no adjustment will be made in the Exchange Price for any Debentures as a result of the issuance of Common Shares (i) distribution at less than the Current Market Price for such Common Shares on the date of issuance or (ii) at less than the then applicable Exchange Price.

Adjustment of Exchange Price. The Exchange Price (1) In case the REIT shall pay or make a dividend or other distribution on any class of Capital Stock of the Issuer in shares of Common Stock, the exchange price in effect at any the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be subject reduced by multiplying such exchange price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to adjustment from time to time as set forth belowbecome effective immediately after the opening of business on the day following the date fixed for such determination. (a2) If and whenever at any time prior to In case the Time of Expiry the Corporation REIT shall (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares, or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Exchange Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution (including, in the case where securities convertible into or exchangeable for Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged or converted into Common Shares on such effective date or record date), or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5 shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding shares of Common Shares Stock entitling them, for a period expiring not more than 45 days after such record date, them to subscribe for or purchase shares of Common Shares Stock (or securities exchangeable or convertible into or exchangeable for shares of Common SharesStock) at a price per Common Share (or having an exchange or conversion share less than the current market price per Common Shareshare (determined as provided in paragraph (6) less than 95% of this Section) of the Current Market Price shares of a Common Share Stock on the date fixed for the determination of shareholders entitled to receive such record daterights or warrants, the Exchange Price exchange price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such exchange price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the subscription or purchase price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. In the event that all of the shares of Common Stock subject to such rights or warrants have not been issued when such rights or warrants expire, then the exchange price shall promptly be readjusted to the exchange price which would then be in effect had the adjustment upon the issuance of such rights or warrants been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such rights or warrants. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include (3) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares, the exchange price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares, the exchange price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) In case the REIT shall, by dividend or otherwise, distribute to all or substantially all holders of shares of Common Stock evidences of indebtedness or assets (including securities, but excluding (i) any rights or warrants referred to in paragraph (2) of this Section, (ii) any cash dividend or distribution not prohibited by Section 4.6 hereof and (iii) any dividend or distribution referred to in paragraph (1) of this Section), the exchange price shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the Exchange Price exchange price in effect immediately prior to the close of business on the day fixed for the determination of shareholders entitled to receive such record date distribution by a fraction, fraction of which the numerator of which shall be the total number current market price per share (determined as provided in paragraph (6) of this Section) of the shares of Common Shares outstanding Stock on the date fixed for such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate exchange or conversion price of the exchangeable or convertible securities so offered) by the Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the exchangeable or convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Exchange Price shall be re-adjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon the number of Common Shares (or securities exchangeable or convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants, as the case may be. (c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected pursuant to any dividend reinvestment or share purchase plan or similar arrangement of the Corporation to receive dividends or distributions in the form of such shares in lieu of cash dividends or cash distributions paid in the ordinary course, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) other assets (excluding dividends or distributions paid in the ordinary course) then, in each such case, the Exchange Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exchange Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, determination less the then fair market value (as determined by the Board of Directors of the Corporation, which (whose determination shall be conclusiveconclusive and described in a resolution of the Board of Directors filed with the Trustee) of such shares or rights, options or warrants or evidences or indebtedness or the portion of the assets so distributed, and the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exchange Price shall be readjusted to the Exchange Price which would then be in effect if such record date had not been fixed or to the Exchange Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness so distributed allocable to one share of Common Stock and the denominator shall be such current market price per share of the shares of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. (5) In case the shares of Common Stock shall be changed into the same or assets actually distributeda different number of shares of any class or classes of stock, as the case may be. In clause whether by capital reorganization, reclassification, or otherwise (ivother than a subdivision or combination of shares or a stock dividend described in paragraph (1) or paragraph (3) of this Section 6.5(c) the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of holders of Common Shares. (d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation, other than as described in Section 6.5(a)Section, or a consolidation, amalgamation, arrangement or merger merger (6) For the purpose of the Corporation with or into any other Person or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation or other similar transaction, any Holder of a Debenture who has not exercised its right of exchange prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction shall, upon the exercise of such right thereafter, be entitled to receive and accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and amount of securities or property which the Holder of such Debenture would have been entitled to receive on such reclassification, capital reorganization, amalgamation, consolidation, arrangement or merger, sale or conveyance or liquidation, dissolution, winding-up or other similar transaction, in each case if, on the effective date or record date thereof, the Holder of such Debenture had been the registered holder of the number of Common Shares into which the Debenture was exchangeable. If determined appropriate by the Board of Directors of the Corporation to give effect to or to evidence the provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, partnership units, trust units or other securities or property to which a Holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation, the Issuer and the Debenture Trustees pursuant to the provisions of this Section 6.5(d) shall be a Supplemental Indenture. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity, the Issuer and the Debenture Trustees shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(dcomputation under paragraphs (2) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances or other similar transactions. (e4) In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation and the Issuer may defer, until the occurrence of such event, issuing to the Holder of any Debenture exchanged after such record date and before the occurrence of such event the additional Common Shares issuable upon such exchange by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Issuer shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Exchange or such later date as such Holder would, but for this Section 6.5(e), have become the holder of record of such additional Common Shares pursuant to Section 6.4(b). (f) The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding the current market price per share of Common Stock on any other provision of this Section, no adjustment date shall be deemed to be the average of the Exchange Price Closing Prices for the 15 consecutive Business Days ending on the second trading day before the date in question. (7) No adjustment in the exchange price shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (7)) would require an increase or decrease of at least 1% in the Exchange Price then in effectsuch price; provided provided, however, that any adjustments which by reason of this Section 6.5(fparagraph (7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph (7) shall be made to the nearest cent. (g) For the purpose of calculating the number of Common Shares outstanding8) The REIT may, Common Shares owned by or for the benefit of the Corporation, the Issuer or any Subsidiary of the Corporation but shall not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.5required to, make such question shall be conclusively determined by a nationally recognized firm of chartered accountants appointed by the Issuer and acceptable to the Debenture Trustees (who may be the auditors of the Issuer or the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Issuer, the Corporation, the Debenture Trustees, and the Holders absent manifest error. (i) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which reductions in the opinion exchange price, in addition to those required by paragraph (1), (2), (3), (4) and (5) of the Board of Directors, would materially adversely affect the rights of Holders, the Exchange Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed)this Section, as the Board of Directors, in its sole discretion may determine Directors considers to be equitable advisable in the circumstancesorder to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reasons. Failure of the The Board of Directors shall have the power to make such an adjustment resolve any ambiguity or correct any error in the adjustments made pursuant to this Section 12.4 and its actions in so doing shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstancesfinal and conclusive. (j9) Subject to, as required, the prior written consent of the TSX (or, if the Debentures are not listed thereon, such other exchange on which the Debentures are then listed), no adjustment The adjustments provided for in the Exchange Price this Section shall be made in respect of successively whenever any event described in Sections 6.5(a), 6.5(b) or 6.5(c) other than the events described in 6.5(a)(i) or 6.5(a)(ii) if the Holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as though and with the same effect as if they had exchanged their Debentures prior to the effective date or record date, as the case may be, of such eventlisted herein shall occur. (k) Except as stated above in this Section 6.5, no adjustment will be made in the Exchange Price for any Debentures as a result of the issuance of Common Shares (i) at less than the Current Market Price for such Common Shares on the date of issuance or (ii) at less than the then applicable Exchange Price.