Salesforce.com 2010 Annual Report Download - page 226

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.
Property, and (b) a written non-disclosure agreement that contains confidentiality and non-disclosure provisions substantially similar to the confidentiality and
non-disclosure provisions in the CNDA.
27.2 Confidential Information. In addition to the confidentiality obligations set forth in Paragraph 27.1 above, Buyer shall handle all Confidential
Information in compliance with the CNDA and Paragraph 11 of the Inspection Agreement, as applicable.
27.3 Survival. The terms, covenants, and conditions contained in this Paragraph 27 shall survive any termination of this Agreement and Escrow
before the Close of Escrow.
28. Additional Covenants and Agreements.
28.1 CFDs.
28.1.1 Formation of CFDs; CFD Assessments. On January 11, 2000, the Redevelopment Agency approved the formation of the
Maintenance CFD and the Infrastructure CFD. Buyer acknowledges that, pursuant to the CFDs, a lien of special tax has been established with respect to the
Land. Nothing herein shall be deemed to require Seller to reimburse Buyer for any CFD Assessments or any other taxes or public or private assessments that
may be owing with respect to the Property after the Close of Escrow, all of which shall be the sole responsibility of Buyer.
28.1.2 Section 53341.5 Acknowledgment. Prior to Buyer's execution and delivery of this Agreement, Buyer delivered to Seller
acknowledgments (the "Notices of Special Tax") confirming that Buyer has been advised of the terms and conditions of the CFDs, including that the Land is
subject to the CFD Assessments. Copies of the executed Notices of Special Tax are attached hereto as Exhibit L.
28.2 Construction Obligations. Buyer acknowledges that the Land is part of the South Project Area, and acknowledges that if construction of the
Project is not commenced and completed with reasonable diligence, or if there is a material delay in its commencement and completion, such an event or
delay may have a material adverse effect on the timely development of other portions of the South Project Area. In order to allocate the burdens of such a
material adverse effect, Master Developer and Seller executed, delivered, and recorded the Existing Construction Agreement, which covers and encumbers the
Land. Prior to the Close of Escrow, the Parties shall reasonably negotiate between themselves as to the terms and conditions of an agreement (the "Agreement
Regarding Construction Obligations") that will specify each Party's responsibility for any obligations that may arise or accrue under the Existing Construction
Agreement after the Close of Escrow. The terms and conditions of the Agreement Regarding Construction Obligations shall be reasonably acceptable to each
Party, and a memorandum of the Agreement Regarding Construction Obligations shall be recorded in the Official Records as of the Close of Escrow.
-37-