The way the Option Agreement reads (my interpretation); if MSX defaults first on the Option Agreement, JL owes MSX nothing .... however, if JL defaults first; JL has only given MSX a "promise" to pay-back the money - there is no security from JL on the MSX money other than JL's word - in effect, JL can hide the money, then declare bankruptcy, and MSX gets squat, zero, nada, nothing.
Bottom line; it doesn't matter who defaults first, the way the Option Agreement is written; MSX will likely get nothing.