Purchaser Support of Seller. (a) Purchaser hereby agrees to support Seller to meet certain Project deadlines by taking such measures and making such payments as Purchaser shall deem necessary or expedient to implement the Project in a timely manner. Purchaser will use its reasonable efforts to cause itself to be reimbursed for any such payments made by it out of the equity funds to be invested in the Project. However, if for any reason Purchaser is not so reimbursed, then Purchaser shall be entitled to deduct any amount not reimbursed to it out of the development fee described on Annex A hereto.
(b) Subject to the following sentence, Purchaser also agrees to use its reasonable efforts to reimburse Seller out of the equity funds to be invested in the Project for certain expenses already incurred by Seller, as described in more detail on Annex B hereto (the “Annex B Expenses”). Seller and Purchaser agree that there will be no obligation to make any reimbursement of any nature whatsoever unless and until Seller delivers to Purchaser documentary evidence in form and substance satisfactory to Purchaser in its sole discretion as to the amount, timing and nature of each Annex B Expense. Seller and Purchaser further agree that the Annex B Expenses are the sole expenses for which Seller will receive any reimbursement. Seller hereby waives any and all claims it may have for any reimbursement now or in the future except for claims relating to the Annex B Expenses.
