WEST STATION - FUNDING AGREEMENT

(ij BART is a rapid transit district validly existing under the laws of the State of California. (ii) The execution and delivery by BART of this Agreement and the performance of its obligations hereunder (A) have been duly authorized by all requisite district actions and proceedings, (B) do not and will not contravene or conflict with or cause any breach of default under any provision of any agreement or instrument to which BART is a party or by which it or any of its properties is bound, (C) do not and will not contravene or conflict with any applicable law, rule or regulation, and (D) do not and will not require any consent or approval of any Person that has not already been obtained. (iii) This Agreement has been duly executed and delivered by BART and constitutes the valid and legally binding obligations of BART, enforceable against BART in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general equitable principles. (b) Each Funding Party hereby represents and warrants (only as to itself) to BART and the other Funding Parties as follows: (i) It is the type of entity indicated in the preamble and is validly existing under the laws of the State of California. (ii) Its execution and delivery of this Agreement and the performance of its obligations hereunder (A) have been duly authorized by all requisite actions and proceedings of its governing body, (B) do not and will not contravene or conflict with or cause any breach of default under any provision of any agreement or instrument to which it is a party or by which it or any of its properties is bound, (C) do not and will not contravene or conflict with any applicable law, rule or regulation, and (D) do not and will not require any consent or approval of any Person that has not already been obtained. (iii) This Agreement has been duly executed and delivered by it and constitutes its valid and legally binding obligations, enforceable against it in accordance with the terms hereof, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency,. reorganization, moratorium or similar laws and subject to general equitable principles. 6. Operating Expenses Until. the Termination Date, BART shall use commercially reasonable efforts to deliver to each Funding Party, within 45 days after each anniversary of the closing date of the Bond issuance, a written indication as to (a) whether actual Operating Expenses for the trailing 12 month period exceeded projected Operating Expenses for such period as set forth in the Proforma, and (b) whether actual ridership with regard to the West Station for the trailing 12 month period did not meet projected ridership for such period. 7. Events of Default 5 SF #1004882 v4