WEST STATION - FUNDING AGREEMENT

~ • otherwise modified in accordance with, and not otherwise in contravention of, the provisions of such contract, agreement or instrument, (iv} references to any term in this Agreement when used in the singular shall have the same meanings when used in the plural and vice versa, (v) "includes" or "including" means "including, for example and .without limitation," and (vi) "or" is not exclusive. 2. Funding (a) Grant of Commitments. Subject to the conditions of and on the terms provided in this Agreement, each Funding Party hereby grants to BART an amount equal to its Commitment which shall be disbursed to BART in two equal installments (consisting of 50% of such Commitment} on each of two dates as set forth in Section 2(b) (the "Funding .Dates"}. Each Funding Party's Commitment is independent of the other Funding Parties' Commitments, such that each Funding Party shall be required to fund its entire Commitment to BART notwithstanding any failure by another Funding Party to fund all or a portion of its Commitment. Each .Funding Party's obligation to fund .its Commitment is and shall be absolute and unconditional and is not, and shall not be, subject to any defense or right of set-off, counterclaim,. deduction or any other legal or equitable defense that such Funding Party has, or hereafter may have, against any other Person (including BART) for any reason whatsoever. The parties hereto acknowledge that the consideration for each Funding Party's agreement to grant its Commitment to BART is BART's agreement to issue the Bonds for construction of the West Station. (b) Funding Notices. At least 10 days prior to each Funding Date, BART shall deliver to each Funding Party an executed notice in the form of Exhibit B attached to and incorporated into this Agreement (each, a "Funding Notice") specifying the Funding Date and that such Funding Party is required to fund 50% of its Commitment on such Funding Date. The Funding Date for the first installment of each Funding Party's Commitment shall be the closing date of the Bond issuance, which is currently estimated to occur in January 2006. The Funding Date for the second installment of each Funding Party's Commitment shall be the date that "revenue service" commences under the Bonds (the "Revenue Service Date"), which is currently expected to occur in January 2008. (c) Funding Instructions. Prior to 11:30 a.m., Oakland, California time on each Funding Date, each Funding Party shall pay 50% of its Commitment to BART by transferring such amount in immediately available funds into an .account maintained in the name of BART (the "Account"} as identified in the wire instructions attached to the Funding Notice 3. Use and Disbursements of Funds (a) Permitted Use of Principal If Revenues are insufficient to cover (i) debt service for the Bonds, and (ii} Operating Expenses for the West Station, then BART shall be permitted to use, in its sole .discretion, the funds deposited. by the Funding Parties into the Account (the "Principal"). (b) Disbursements of Principal. Prior to disbursing Principal from the Account, BART shall deliver to each Funding Party an executed notice in the form of Exhibit C attached hereto (each, a "Disbursement Notice"), which Disbursement Notice shall have SF #1009882 v4