Mechanical Systems/Space. The Parties acknowledge that it is not economically practical to split the building’s mechanical systems into two separate spaces, or to separate the shared dental equipment prior to the Closing Date and it may or may not be cost effective to do so after the Closing Date. Therefore, with the landlord’s approval and agreement to manage the shared space, the existing mechanical room, medical gas closets, mop sink and HVAC unit, as well as the existing shared dental equipment (i.e. compressors and medical gas systems), shall be used and shared (collectively, the “Ridges Shared Item”) by both Parties until such time as PDG, with PDHC’s reasonable cooperation, determines whether it is cost effective to further separate (i.e. separate metering or submetering and providing separate controls for) some or all of the Ridges Shared Items. If PDG, with PDHC’s reasonable cooperation, determines in good faith that: (A) it is feasible to further separate some or all of such items in a cost effective manner, then PDG, with PDHC’s reasonable cooperation, shall use commercially reasonable efforts to complete such further separation—subject to landlord approval to the extent required under the Assigned Lease—no later than May 30, 2008; and/or (B) it is not feasible to further separate one or more of such items, then no later than May 30, 2008, the Parties shall have negotiated (in good faith) and executed a shared operation agreement which provides in detail the terms and conditions of the Parties shared use of the remaining Ridges Shared Item and how such shared item(s) shall be operated, maintained and replaced by the Parties during the term of the Assigned Lease and extensions thereof, including without limitation turning on and off such items; controlling such items during and after business hours, safe/efficient/non-wasteful operation of such items, and the concepts/issues identified in Section 2.5(e)(2) and (3) below. Until such time as the further separation is completed and/or the shared operation agreement is executed, any costs associated with maintaining, cleaning, replacing or repairing a Ridges Shared Item, including without limitation, any property management fees, repair costs or monthly fees, to be paid by the tenants under the separate leases, shall be allocated pro rata to the Parties based on rented square footage.
