WEST STATION - FUNDING AGREEMENT

• • attached thereto a calculation indicating how BART determined the amount of Principal to be disbursed from the Account. Attached hereto as Schedule 2 is the methodology that BART will utilize in making such calculation. Each Funding Party hereby acknowledges and agrees that it shall have no right to challenge the disbursement amount set forth in the Disbursement Notice or BART's calculation thereof. (c) .Investments and Interest. BART shall be permitted (i) to invest all funds deposited in the Account in accordance with BART's investment policy, as modified from time to time, and {ii) to disburse and otherwise segregate all interest that accrues on Principal in the Account into one or more accounts maintained in the name of BART (collectively, the "Interest Account") at any time and from time to time until the Termination Date; provided, that BART shall withdraw (or transfer to the Interest Account) all accrued interest from the Account no later than the Termination Date. All interest that accrues on the funds in the Account up to the Termination Date shall be for the benefit of BART; all interest that accrues on the Principal in the Account from the Termination Date through and including. the Settlement Date shall be for the benefit of the Funding Parties. All interest that accrues on the funds in the Interest Account shall be for the benefit of BART. BART may use all, accrued interest on funds in the Account up to the Termination Date, as well as all accrued interest in the Interest Account, for any purpose in BART's sole discretion. (d) BART Control of Account. As between the parties, BART shall have sole control over, and no Funding Party shall have any interest in or lien an, the Account, the Interest Account, or any funds or proceeds maintained in the foregoing, with the exception of those rights of repayment of the Principal to the Funding Parties pursuant to the terms of this Agreement. 4. Payments (a) Payment Amounts and Timing. On the Settlement Date, BART shall return to each Funding Party {i) any remaining Principal from the Account, and (ii) all interest on Principal in the Account that accrued from the Termination Date through and including the Settlement Date, in each case on a pro rata basis (with the amount of the Commitment funded by such Funding Party as the numerator and the total Commitments funded by all Funding Parties as the denominator}. Except as set forth in this Section 4(a), BART shall have no obligation (i) to pay any interest, fees ar other return on any Principal or (ii) to return any funds to the Funding Parties other than Principal {if any) that is in the Account on the Termination Date. For the avoidance of doubt, the parties hereto acknowledge and agree that BART shall have no obligation to return any funds to the Funding Parties if there are no funds in the Account on the Termination Date. (b) Method and Place of Payment. BART shall disburse to each Funding Party the funds required pursuant to Section 4(a) above, by check or wire transfer, as each Funding Party may so instruct BART in accordance with Section 9(c). 5. Representations, Warranties and Acknowledgments {a) BART hereby represents and warrants to the Funding Parties as follows: ~l SF #1009882 v4