WEST STATION - FUNDING AGREEMENT

West Station. The parties hereto intend that the terms and conditions contained in this Agreement shall replace and supersede the MOU and the. terms and conditions contained therein. The parties therefore agree as follows: 1. Defined Terms and Interpretation (a) Defined Terms.. The following capitalized terms have the following meanings: "Operating Expenses" means, for any particular year, the collective costs and expenses incurred by BART relating to or in connection with the West Station, including without limitation, costs and expenses for operation, repair and maintenance; labor (including station agents, police and maintenance personnel); utilities; and supplies. In the Preliminary Proforma, Operating Expenses are described as "Station and Parking Expenses". "Person" means any natural person, partnership, corporation, association, business trust, limited liability company, or other entity, or any government or any political subdivision or agency thereof. "Proforma" means the proforma projections far Operating Expenses:. and Revenues as contained in Exhibit A hereto. The parties hereto acknowledge and agree that (i) the documents entitled "Project Cash Flows, Conservative Case" and "Project Cash Flows, Best Case" attached hereto as Exhibit A set forth the initial projections for Operating Expenses and Revenues for the West Station as of August 17, 2005 (collectively, the "Preliminary Proforma"), and (iij such initial proforma projections shall be replaced with the final proforma projections for Operating Expenses and Revenues for the West Station upon closing of the Bond issuance and such final proforma projections shall. constitute the "Proforma" hereunder. "Revenues" means, for any particular year, the collective revenues generated from the West Station, including the parking facilities ancillary thereto. In the Preliminary Proforma, Revenues are described as "Actual BART Revenue". "Revenue Service Date" has the meaning given in Section 2(b). "Settlement Date" means 180 days after the Termination Date; provided, however, if such date is not a business day in California, then the "S~ttlement Date" shall be the next business day. "Termination Date" means the 5'~ anniversary of the Revenue Service Date. (b) Interpretation. Except where otherwise expressly provided or unless the context otherwise necessarily requires, (i) references to Sections, paragraphs, clauses, Schedules or Exhibits without further reference are to Sections, paragraphs or clauses of, or Schedules or Exhibits to, this Agreement, (ii) reference to a Person includes. its successors and permitted assigns, (iii) all references to a contract, agreement or instrument herein shall .mean such contract, agreement ar instrument and all exhibits, schedules and other attachments thereto, as any such contract, agreement or instrument may be assigned, amended, supplemented or 2 5F #1009882 v4