Salesforce.com 2010 Annual Report Download - page 179

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.
(ii) to give Property Owner the right to Convey to any Other SFDC Owner any part of the Acquired Square Footage (or any part of the Other SFDC Square
Footage previously Conveyed to Property Owner), (iii) to give any Other SFDC Owner the right to Convey to Property Owner any part of the Other SFDC
Square Footage (or any part of the Acquired Square Footage previously Conveyed to such Other SFDC Owner), (iv) to give Property Owner the right to
Convey to any Other SFDC Owner any part of the Acquired Tower Rights (or any part of the Other SFDC Tower Rights previously Conveyed to Property
Owner), and (v) to give any Other SFDC Owner the right to Convey to Property Owner any part of the Other SFDC Tower Rights (or any part of the
Acquired Tower Rights previously Conveyed to such Other SFDC Owner). Seller also shall have caused any other ARE Owners that will own property after
the Close of Escrow within "Height Zone 5" (as defined in the South Design for Development) to provide to Buyer and/or the Master Developer any
information, agreements, and/or undertakings that may be reasonably necessary to ensure that Buyer may exercise the Acquired Tower Rights upon the Close
of Escrow.
7. Seller's Covenant. Seller shall have caused the other ARE Owners to provide to Buyer written covenants that are substantively identical to the
covenants contained in Paragraphs 7.1.3, 7.1.4(a), and 7.1.5(a) of the Agreement.
8. Infrastructure Rights. Seller shall have provided to Buyer and/or the Infrastructure Developer any information, agreements, and/or undertakings that
may be reasonably necessary to cause the Infrastructure Developer to consent to the Assignment of Infrastructure Rights (which consent shall include an
agreement from the Infrastructure Developer that, after the Close of Escrow, Infrastructure Developer's obligations with respect to the Infrastructure Rights
shall be direct obligations to Buyer).
9. Construction Obligations. Seller and Buyer shall have agreed to the terms and conditions of the Agreement Regarding Construction Obligations.
10. RMC Lease. Seller shall have obtained and delivered to Buyer an original estoppel certificate executed on behalf of the current lessee under the
RMC Lease, which estoppel certificate shall be in form and substance reasonably satisfactory to Buyer. In addition, Seller shall have deposited into the
Escrow a written assignment of the RMC Lease to Buyer (the "RMC Lease Assignment").
11. No Moratoria. No moratorium, statute, regulation, ordinance, or federal, state, or local legislation, and no order, judgment, ruling, or decree of any
Governmental Authority, shall have been enacted, adopted, issued, entered, or pending that would materially and adversely affect Buyer's intended use of the
Property.
12. No Bankruptcy. No action or proceeding shall have been commenced by or against Seller under the federal bankruptcy code or any state law for the
relief of debtors or for
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