approval ofthe Landlord, which approval shall not be unreasonably withheld. The Tenant shall

submit any designs, working drawings and specifications for proposed Capital Alterations to the

Landlord for approval prior to undertaking the work and, in the event that the Tenant seeks any

contribution from the Landlord in respect of the cost of Capital Improvements under the terms

of this Lease or otherwise, the terms of such cost sharing shall be agreed in writing between the

parties, acting reasonably, in advance of the commencement of the work. All work to be

performed in the Demised Premises shall be performed by competent contractors and

subcontractors of whom the Landlord shall have approved, such approval not to be unreasonably

withheld. All such work shall be completed in a good and workmanlike manner in accordance

with the description of the work approved by the Landlord, who shall have a reasonable

opportunity to inspect such work.

All Capital Alterations to the Demised Premises shall immediately become the

Landlord's property absolutely, and there shall be no compensation therefor to the Tenant unless

cost sharing terms have been agreed in the manner provided in the preceding paragraph.

Following any annual audit in accordance with Schedule B hereto, and

immediately prior to the end of the Term, to the extent directed to do so by the Landlord, the

Tenant shall remove any unapproved Capital Alterations to the Demised Premises made by the

Tenant since the date of the Landlord's preceding audit.

The Tenant acknowledges having inspected the Demised Premises at the date of

execution hereof and agrees to accept them on an "as is" basis.

8.02

Replacements

If during the Term either the Tenant decides that it is commercially reasonable

from an operating perspective, or if the Landlord decides that it is commercially reasonable as

owner, to replace all or any part of the Improvements (the "Replacement"), such Replacement

shall be undertaken by the Tenant, and shall be subject to the prior approval and written

agreement with respect to cost sharing plans by the Landlord or the Tenant, respectively as the

case may be, in the same manner as provided in Section 8.01 with respect to Capital Alterations.

8.03

Lockine System

Neither the Landlord nor the Tenant shall during the Term, alter or cause to be

altered the locking system on any door giving entry to the Demised Premises, except by mutual

consent. No additional locks shall be placed upon any door of the Improvements without the

consent of the Landlord.

8.04

Access

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The Tenant shall have access to the Demised Premises twenty four hours a day

during each day of the Term.

ARTICLE IX - I~TSURANCE

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9.01

Public Liabilitv Insurance

Forthwith upon execution hereof, and at all times during the Term, the Tenant

shall maintain at its own expense, comprehensive general public liability insurance against

claims for personal injury or death and property damage or loss arising out of all operations of

the Tenant as would a prudent owner of similar premises. Such insurance shall protect the

Landlord and the Tenant in an amount consistent with the tenant's past practices, and the

Landlord shall be a named insured in the insurance policy, which shall contain a cross-liability

McCarthy Tetrault TDO-RED #8106942 Iv. 8