Salesforce.com 2010 Annual Report Download - page 149

CONFIDENTIAL TREATMENT REQUESTED
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Entitlements (including any placement and/or separation restrictions applicable to Towers contained in the South Design for Development), and (y) the receipt
of any requisite approvals or consents from Governmental Authorities, including, without limitation, the Redevelopment Agency.
7.1.3 Seller's Covenant Regarding Acquired Rights. Seller hereby covenants (which covenant shall bind Seller's successors and assigns)
to take all actions, both before and after the Close of Escrow, reasonably required to vest the Acquired Rights in Buyer, including the execution and delivery
of any further agreements that may be reasonably required to fulfill such covenant. If Seller (or any successor or assign) breaches or violates the foregoing
covenant, Buyer (or any other Property Owner) may pursue all remedies available to Buyer (or such Property Owner), at law or in equity, including, but not
limited to, an action in equity or otherwise for specific performance of the foregoing covenant or an injunction against any breach or violation of such
covenant. Seller hereby agrees that the covenant contained in this Paragraph 7.1.3 is unique to Seller and that any breach thereof could cause irreparable harm
to Buyer (or any other Property Owner). Accordingly, Seller agrees that an injunction is a proper and fair remedy for such a breach.
7.1.4 Covenants Regarding Post-Closing Assistance.
(a) Seller hereby covenants (which covenant [***]) that, upon Buyer's written request, delivered within [***], Seller shall [***] in
connection with [***] (i) to secure [***], (ii) to obtain [***] in connection with [***], and/or (iii) to apply [***]. Such [***] is not intended to rise to the level
of [***], but is intended to include [***] as providing [***] regarding the [***] and [***] and otherwise [***] in support of [***]. Notwithstanding any of the
foregoing, under no circumstances shall Seller be required to [***] (x) to modify [***], to change or attempt to change [***] or to obtain or attempt to obtain
[***], or (y) that Seller determines, in Seller's reasonable discretion, would [***]. Buyer shall [***] by Seller in providing [***] (including, but not limited to,
[***] in connection with [***]) within [***] after Buyer's receipt of [***], together with reasonably acceptable [***] thereof. If Seller [***], Buyer (or any
other Property Owner) may [***], including, but not limited to, [***].
(b) Buyer hereby covenants (which covenant [***]) that, upon any Seller Party Owner's written request, delivered within [***],
Buyer shall [***] in connection with [***] (i) to secure [***], and/or (ii) to obtain [***] in connection with [***]. Such [***] is not intended to rise to the
level of [***], but is intended to include [***] as providing [***] regarding the [***] and [***] and otherwise [***] in support of [***]. Notwithstanding any
of the foregoing, under no circumstances shall Buyer be required to [***] (x) to modify [***], to change or attempt to change [***], or to obtain or attempt to
obtain [***], or (y) that Buyer determines, in Buyer's reasonable discretion, would [***]. The affected Seller Party Owner [***] by Buyer in providing [***]
(including, but not limited to, [***] in connection with [***]) within [***] after such Seller Party Owner's receipt of [***], together with reasonably
acceptable [***] thereof. If Buyer [***], the affected Seller Party Owner may [***], including, but not limited to, [***].
7.1.5 Covenants Regarding Post-Closing Non-Interference.
(a) Seller hereby covenants (which covenant [***]), during the period commencing [***] and ending [***], not to [***] (i) to
secure [***], (ii) to obtain [***] in connection with [***], (iii) to secure [***], so long as all additional [***] do not result in [***] more than an [***] for
each [***], and/or (iv) to apply [***]. The foregoing covenant shall not prevent Seller [***] from [***] that Seller determines, in Seller's reasonable
discretion, would [***]. Further, the foregoing covenant shall not prevent Seller [***] from [***] (x) to secure [***], and/or (y) to obtain [***], and it shall
not be deemed, construed, or interpreted as [***] solely because [***] at or about the same time that [***]. If Seller [***], Buyer (or any other Property
Owner) may [***], including, but not limited to, [***]. Seller hereby agrees that the covenant contained in this Paragraph 7.1.5(a) is [***] and that any breach
thereof could [***]. Accordingly, Seller agrees that [***].
(b) Buyer hereby covenants (which covenant [***]), during the period commencing [***] and ending [***], not to [***] (i) to
secure [***], and/or (ii) to obtain [***] in connection with [***]. The foregoing covenant shall not prevent Buyer [***] from [***] that Buyer determines, in
Buyer's reasonable discretion, would [***]. Further, the foregoing covenant shall not prevent Buyer [***] from [***] (x) to secure [***], and/or (y) to obtain
[***], and it shall not be deemed, construed, or interpreted as [***] solely because [***] at or about the same time that [***]. If Buyer [***], the affected
Seller Party Owner may [***], including, but not limited to, [***]. Buyer hereby agrees that the covenant contained in this Paragraph 7.1.5(b) is [***] and
that any breach thereof could [***]. Accordingly, Buyer agrees that [***].
7.2 Entitlement Implementation - Before Close of Escrow. Before the Close of Escrow, Buyer shall have the right, subject to the limitations set
forth below, to begin any process necessary to implement or to take advantage of the benefits of any of the Development Entitlements; provided, however,
that, without Seller's consent (which consent may be granted or withheld in Seller's sole discretion exercised in good faith), Buyer shall not file any
application or document with any Governmental Authority, or take any other action with respect to the development of the Land, if the same would be binding
upon Seller and/or the Land before the Close of Escrow.
7.3 Survival. Buyer's and Seller's respective obligations under this Paragraph 7 shall survive the Closing Date and shall not be merged with the
Grant Deed.
8. Buyer's Common Area Improvements; Infrastructure. Buyer shall be solely responsible for developing all improvements within the Land, including,
without limitation, private streets, pedestrian walkways, private infrastructure, and landscaping and hardscaping in the open space and common areas within
the Land. Pursuant to Paragraph 8 of the Vesting PSA, FOCIL (as Infrastructure Developer) agreed to cause to be constructed public Infrastructure up to and
adjacent to, but not within, the Land (provided that Infrastructure Developer would only be
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