Common use of Security for Payments Clause in Contracts

Security for Payments. As security for the payment of the Guaranteed Consulting Fees due to the Consultants under this Agreement, and for the payments due under the Trademark License Agreement, the Companies shall provide the following for the benefit of the Consultants: (a) Concurrent with the execution of this Agreement, the Companies shall obtain and deliver to the Consultants a letter of credit (the “Letter of Credit”) from National Australia Bank Ltd. (the “Bank”) in favor of the Consultants in an amount equal to US$1,000,000 on the terms and substantially in the form of Exhibit B attached hereto. The Companies shall use commercially reasonable efforts to renew the Letter of Credit on each anniversary of this Agreement until all payments due hereunder have been paid to the Consultants. (b) GJCH and GJCI hereby grant to GJGC and GJGCFC a security interest in the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets. Concurrent with the execution of this Agreement, GJCH and GJCI shall execute and deliver to GJGC and GJGCFC a Security Agreement and a Form UCC-1 in the form of Exhibit C attached hereto for filing with the California Secretary of State to evidence such security interest granted hereby. (c) GJCH and GJCI hereby grant to the GJGC and GJGCFC Registered Fixed and Floating Charges over the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets, and agree to provide undertakings supported by a Guarantee and Indemnity of the Companies in an amount equal to the Guaranteed Consulting Fees due under this Agreement.

Security for Payments. As security for the payment of the Guaranteed Consulting Fees due to Guam License Royalty Payments and the Consultants under this AgreementAustralian License Royalty Payments (collectively, the “Royalty Payments”), and for the payments due under the Trademark License Consulting Agreement (as defined in the Asset Purchase Agreement), Licensee and the Companies Jireh Parties shall provide the following for the benefit of the ConsultantsLicensor: (a) Concurrent with the execution of this Agreement, Licensee and the Companies Jireh Parties shall obtain and deliver to the Consultants Licensor a letter of credit (the “Letter of Credit”) from National Australia Bank Ltd. (the “Bank”) in favor of the Consultants Licensor in an amount equal to US$1,000,000 on the terms and substantially in the form of Exhibit B C attached hereto. The Companies Licensee and the Jireh Parties shall use commercially reasonable efforts to renew the Letter of Credit on each anniversary of this Agreement until all payments due hereunder Royalty Payments have been paid to the ConsultantsLicensor. (b) GJCH Licensee and GJCI hereby grant to GJGC Licensor and GJGCFC a security interest in the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets. Concurrent with the execution of this Agreement, GJCH Licensee and GJCI shall execute and deliver to GJGC Licensor and GJGCFC a Security Agreement and a Form UCC-1 in the form of Exhibit C D attached hereto for filing with the California Secretary of State to evidence such security interest granted hereby. (c) GJCH Licensee and GJCI hereby grant to the GJGC Licensor and GJGCFC Registered Fixed and Floating Charges over the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets, and agree to provide undertakings supported by a Guarantee and Indemnity of Licensee and the Companies Jireh Parties in an amount equal to the Guaranteed Consulting Fees aggregate of the Royalty Payments due under this Agreement.