Common use of Sources of Funding for BSI Litigation Funding Obligation Clause in Contracts

Sources of Funding for BSI Litigation Funding Obligation. Notwithstanding any other provision of this Agreement to the contrary, HI and BSI agree that between themselves the following allocation principles shall be used in determining the sources of the funding of each BSI Litigation Funding Obligation, if any, depending on the amount of that obligation: (i) first, the BSI Group shall contribute an amount equal to its Maximum Funding Proceeds minus the difference between $50 million and the Normal Operating Cash Balance of the BSI Group to the extent that the BSI Group’s Normal Operating Cash Balance is less than $50 million (the “Initial BSI Funding Tranche”); (ii) second, the HI Group shall contribute an amount equal to its Maximum Funding Proceeds (the “HI Funding Tranche”); and (iii) third, the BSI Group shall contribute the balance of its Maximum Funding Proceeds (the “Second BSI Funding Tranche”); provided, however, that HI and BSI agree between themselves that (x) the respective funding obligations of each member of each Group under this Section 2.01(c) shall never exceed its respective Solvency Threshold, (y) neither Group shall be required to apply any portion of its Normal Operating Cash Balance to the satisfaction of a BSI Litigation Funding Obligation and (z) neither Group shall be required to issue and sell a percentage of its total outstanding equity securities that is greater than the percentage of outstanding total equity securities that the other Group is obligated to issue and sell under the definition of Maximum Funding Proceeds.