282-22 Exhibit - HCP - West Orange - Pre-closing Access Agreement Execution (Dated 10_26_22).pdf

8567849 v1 #13423370.1 #13443682.1 personal injury and death and property damage with a combined single limit of not less than One Million and 00/100 Dollars ($1,000,000.00); (ii) not less than Two Million and 00/100 Dollars ($2,000,000.00) of excess/umbrella liability insurance; and (iii) workers’ compensation insurance in statutory limits to cover the employees, agents, representatives and contractors of Entrant and/or the Permitted Parties (as applicable) engaged in Activities at the Premises. Such insurance certificates shall be endorsed to name Owner as an additional insured with respect to the foregoing coverage. Each policy shall provide (whether by endorsement or otherwise) that it cannot be canceled without at least thirty (30) days’ prior written notice to Owner, and each policy shall be issued by a recognized, responsible insurance company licensed to do business in the State of New Jersey. (b) Entrant shall furnish or cause the applicable Permitted Parties to furnish to Owner and cause to be maintained and kept in effect, without expense to Owner, at all times that any entry is made upon the Premises for purposes of any invasive testing or sampling, contractor’s pollution liability insurance of not less than One Million and 00/100 Dollars ($1,000,000.00), naming Owner as an additional insured. Each policy shall provide (whether by endorsement or otherwise) that it cannot be cancelled without at least thirty (30) days’ prior written notice to Owner, and each policy shall be issued by a recognized, responsible insurance company licensed to do business in the State of New Jersey. Reasonable proof of payment of the premium of each policy and each replacement policy shall also be delivered to Owner. 6. Invasive Testing. Notwithstanding anything to the contrary contained in this Agreement, each of the Permitted Parties shall only undertake soil borings, water samplings or any other physically intrusive or invasive physical investigations in accordance (in all material respects) with an approved sampling plan submitted to Owner at least two (2) Business Days prior to access to the Premises. Additionally, Entrant shall be solely responsible to arrange (or cause the Permitted Parties to arrange) for any utility mark-outs necessitated by any proposed sub-surface investigations prior to undertaking any invasive testing. 7. Notice of Entry. Prior to each

r cause the Permitted Parties to arrange) for any utility mark-outs necessitated by any proposed sub-surface investigations prior to undertaking any invasive testing. 7. Notice of Entry. Prior to each entry upon the Premises, Entrant shall, at least two (2) Business Days in advance of each entry if such entry pertains to physically invasive testing, and at least one (1) Business Days in advance of all other entries, notify Owner, in writing, which notice may be by email to jgross@westorange.org, rtrenk@trenkisabel.law, and rbeckelman@wilentz.com, and which shall set forth: (a) the date and time of the proposed entry upon the Premises; (b) the identity of all persons and entities who will enter upon the Premises; (c) the nature, location and extent of all Activities to be performed upon the Premises; (d) whether the persons entering upon the Premises shall be wearing any environmental protective gear; and