Irrevocability and Non-Refundability of Due Diligence Fees in the Letter of Interest

The Good Faith deposit Due Diligence Fees set forth in the Letter of Interest ("LOI") are expressly stipulated as irrevocable and non-refundable under all circumstances.  By executing the LOI, the counterparty acknowledges and agrees that such fees are a material condition of the proposed transaction and serve as consideration for the time, resources, and expenses incurred by the Lender in conducting its due diligence.

It is well established that due diligence fees compensate the Lender for its engagement in a rigorous underwriting process, including, but not limited to, financial analysis, risk assessment, legal review, and other means of due diligence. These efforts require the immediate allocation of capital and professional resources, the costs of which cannot be recouped absent the agreed-upon fee structure.

Accordingly, the Borrower waives any and all rights to seek reimbursement of the Due Diligence Fees, irrespective of whether the transaction proceeds to closing. This waiver is absolute and is not subject to modification, rescission, or refund, whether in whole or in part, including but not limited to circumstances wherein the transaction is not consummated for any reason.

By acknowledging the terms of the LOI, the Borrower explicitly accepts this provision as a binding and enforceable obligation, thereby precluding any future dispute over the non-refundable nature of the Due Diligence Fees regardless of the outcome.

Lender reserves the right to cancel this commitment unilaterally if a material change in risk is perceived. Loans are funded in order received and the availability of funds.