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

8567849 v1 #13423370.1 #13443682.1 (e) the estimated duration of the entry. 8. Documents Generated by Activities. Entrant shall promptly deliver to Owner copies (on a non-reliance basis and without representation or warranty as to the truth, accuracy, or completeness of the information contained therein) of the written results of any inspections, tests, studies, evaluations and/or investigations prepared by third parties for, or otherwise obtained by, Entrant or any of the Permitted Parties in connection with Entrant’s Activities, except to the extent subject to the attorney/client privilege, or otherwise confidential. The obligations of Entrant pursuant to this Section will survive any termination of this Agreement. 9. Confidentiality. Entrant and its Permitted Parties and their respective employees, agents and contractors shall keep the Activities, including but not limited to the results of all sampling and all documents generated with respect to the Activities, confidential, except to the extent that (i) applicable law or OPRA does not permit confidentiality, or (ii) Entrant or its Permitted Parties is required to disclose such information pursuant to any orders (including, without limitation, any regulation or order of a regulatory agency), by subpoena or any other legal, administrative or legislative process. The matters and items described in clauses above are herein referred to as the “Confidential Information”, provided, however, notwithstanding anything contained herein to the contrary, Confidential Information shall not include any information (i) that is or becomes generally available to the general public other than as a result of a disclosure in violation of this Agreement, (ii) that is or becomes available to Entrant or its Permitted Parties from a third party on a non-confidential basis other than through the Activities, (iii) which was or is independently developed by Owner or its Permitted Parties without the use of or reference to Confidential Information provided by Owner or intentionally obtained by Entrant under this Agreement, and (iv) that was available to Entrant or its Permitted Parties prior to the date of this Agreement. If disclosure of the Confidential Information is required pursuant to applicable law, or OPRA, or pursuant to court order or other administrative process, then Entrant, its employees, agents or contractors, as the

of the Confidential Information is required pursuant to applicable law, or OPRA, or pursuant to court order or other administrative process, then Entrant, its employees, agents or contractors, as the case may be, shall give immediate written notice to Owner, specifying to whom and why such disclosure is required. Owner shall have the right to interpose all objections that Owner may have to the disclosure, and Entrant shall, and shall cause Entrant’s Permitted Parties and their respective employees, agents and contractors, at no cost to Owner, to reasonably cooperate with Owner in connection with such objections, including giving testimony and signing affidavits, certifications or other documentation as may be required by Owner, provided the information contained in the affidavits, certifications or other documentation is true and accurate. Notwithstanding anything to the contrary hereinabove set forth, Entrant may disclose Confidential Information on a need-to-know basis to its and its affiliates’ employees, officers, lenders, investigators, and partners and any agents, consultants and members of professional firms serving it, its affiliates, or their respective potential lenders or investors. If the parties have not entered into a purchase agreement with respect to the Premises prior to the termination of this Agreement, Entrant shall, upon Owner’s written request, promptly return (or, at Entrant’s election, certify as having destroyed) all copies of materials furnished by Owner or Owner’s representatives to Entrant relating to the Premises, provided, however, Entrant may retain such materials (and any derivative thereof) that (a) may be required by law, regulation or stock exchange rules, (b) are contained in electronic records and files are retained