Contribution. If the indemnification provided for in this [Section 2.08] is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of each Selling Holder (other than the BlackRock Purchaser in respect of its joint obligations with respect to other Selling Holders) shall not be greater than the maximum amount for which such Selling Holder could have been liable under the provisos contained in [Section 2.08(b)] and the liability of the BlackRock Purchaser with respect to a joint obligation with respect to any other Selling Holder shall not be greater than the maximum amount for which such Selling Holder could have been liable under the provisos contained in [Section 2.08(b)]. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other, shall be determined by reference to, among other things,

Contribution. If the indemnification provided for in this [Section 2.3.08] is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the liability of eachin no event shall any Selling Holder (other thanbe required to contribute an aggregate amount in excess of the BlackRock Purchaser in respectdollar amount of its joint obligations with respect to otherproceeds (net of Selling Holders) shall not be greater than the maximum amount for whichExpenses) received by such Selling Holder could have been liable underfrom the provisos contained in [Section 2.08(b)] and the liabilitysale of the BlackRock Purchaser with respectRegistrable Securities giving rise to a joint obligation with respect to any other Selling Holder shall not be greater than the maximum amount for which such Selling Holder could have been liable under the provisos contained in [Section 2.08(b)].indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other,other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.