Base Katzman Fee

Base Katzman Fee. The Borrower will pay to Katzman a fee in the amount of $1,000,000 (the "Base Katzman Fee") plus an amount equal to interest thereon (deemed interest) from the date hereof until paid in full at the rate of 12% per annum (together with the Base Katzman Fee, the "Katzman Fee") as consideration for his agreeing to execute and deliver the Pledge Agreement.