WEST STATION - FUNDING AGREEMENT

• (d} Timing of Receipt. Without limiting any other means by which a party may be able to prove that a notice has been received by the other parties, a notice shall be deemed to be duly received if (i} delivered by hand or overnight courier, the date when left at the address of the recipient, (ii) sent by registered mail, the date of the return receipt, or (iii) sent by facsimile, on the date of receipt by the sender of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the recipient's facsimile number. If a party is required or permitted to respond to a notice from another party within a specified period, such period shall run from the date on which the notice was deemed received as above provided, and the response shall be considered to be timely given if given as above provided by the. last day of such period. (e) Assignment. No party shall assign any of its rights, nor delegate any of its duties or obligations, under this Agreement;. provided, however, BART may assign its rights under this Agreement, the Account (and the proceeds and funds therein) and the Interest Account (and the proceeds and funds therein) to any financing. party or other. party in connection with issuance of the Bonds. In the event that BART assigns its rights under this Agreement, BART shall not be released from its obligations under this Agreement. (f) Fees and Expenses. Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, enforcement and collection of this Agreement, including all reasonable attorneys' fees and disbursements and court casts, except that if any action is instituted to enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party or parties thereto reasonable attorneys' fees and costs incurred in connection with such enforcement, or collection as part of the judgment. (g) Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, and the parties submit to the non- exclusive jurisdiction of the Superior Court of the State of California for the County of Alameda, Oakland Division. (h} Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. (i) Headings. The Section and .paragraph headings herein are .for convenience only and shall not affect the construction or interpretation hereof. (j) Entire Agreement. This Agreement contains the full, final and exclusive statement of the agreement relating to the subject matter hereof. Any previous agreement or understanding among any of BART and the Funding Parties, whether written or oral, with respect to the subject matter covered by this Agreement, including the MOU, is hereby superseded. It is the express intent of the parties hereto that the terms and conditions contained in this Agreement shall replace and. supersede the MOU and the terms and conditions contained therein. $ SF #1009882 v4