Common use of Option Election Clause in Contracts

Option Election. Lender shall exercise its options under the Option Agreement as a first and primary source of repayment of the Note and Obligations. Lender's first resource for payment of the Note and Obligations shall be from the exercise proceeds potentially available to APC under the Option Agreement; Lender rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process, shall be subject to Pledgor's election under the Option Agreement, so that Lender may only enforce its rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral, if first Lender requests an election determination by each optionor under the Option Agreement (in accordance with the terms of the Option Agreement) and a majority in interest of optionors elect to direct the option exercise proceeds to the optionor rather than to APC. If a majority in interest of optionors elect to direct their exercise proceeds to APC, Lender shall look to such proceeds for satisfaction and payment (whether or not APC actually pays such proceeds to Lender under the Note, or otherwise) and may not enforce its rights and remedies hereunder against the Collateral, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process. Lender may only enforce the Obligations against the Collateral under this Agreement to the extent that no exercise proceeds are available to APC under an election by a majority in interest of optionors pursuant to exercise under the Option Agreements. Lender shall exercise the Option Agreement equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted an option by Tom M. Djokovich, The Access ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇d Partnership, and Alfred Urcuyo. Further, Len▇▇▇ ▇▇▇▇▇ ▇▇force any stock pledge agreement, and the security interest granted therein, equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted a security interest by Tom M. Djokovich, The Acces▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ted Partnership, and Alfred Urcuyo. APC shall (a▇▇ ▇▇▇▇▇▇ ▇▇ ▇anager shall cause APC to ) promptly pay all exercise proceeds potentially directed to APC by the Optionors under the Option Agreement to Lender in reduction of the outstanding Obligations and all indebtedness under the Note.

Option Election. Lender shall exercise its options under the Option Agreement as a first and primary source of repayment of the Note and Obligations. Lender's first resource for payment of the Note and Obligations shall be from the exercise proceeds potentially available to APC under the Option Agreement; Lender rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process, shall be subject to Pledgor's election under the Option Agreement, so that Lender may only enforce its rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral, if first Lender requests an election determination by each optionor under the Option Agreement (in accordance with the terms of the Option Agreement) and a majority in interest of optionors elect to direct the option exercise proceeds to the optionor rather than to APC. If a majority in interest of optionors elect to direct their exercise proceeds to APC, Lender shall look to such proceeds for satisfaction and payment (whether or not APC actually pays such proceeds to Lender under the Note, or otherwise) and may not enforce its rights and remedies hereunder against the Collateral, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process. Lender may only enforce the Obligations against the Collateral under this Agreement to the extent that no exercise proceeds are available to APC under an election by a majority in interest of optionors pursuant to exercise under the Option Agreements. Lender shall exercise the Option Agreement equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted an option by Tom M. Djokovich, The Access ▇▇▇Holdings Limited Partnership, and A▇▇▇▇▇ ▇▇▇▇▇▇d Partnership, and Alfred Urcuyo. Further, Len▇▇▇ rther, Lender shall enforce any stock pledge ag▇▇▇▇▇ ▇▇force any stock pledge agreement▇, and ▇▇▇ the security interest granted therein, equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted a security interest by Tom M. Djokovich, The Acces▇ ▇▇Access Holdings Limited Partnership, and ▇▇▇▇▇▇ ▇▇▇▇ted Partnership, and Alfred Urcuyo▇▇. APC shall (aand Lender as manager shall cause APC t▇ ) ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇anager shall cause APC to ) promptly pay ay all exercise proceeds potentially directed to APC by the Optionors under the Option Agreement to Lender in reduction of the outstanding Obligations and all indebtedness under the Note.