If the indemnification provided for under this Paragraph 4 is unavailable or insufficient to hold harmless an Indemnified Party under Paragraph 4.1 above, then the Indemnifying Parties shall contribute to the amount paid or payable by such Indemnified Party as a result of the Claims and Losses referred to in Paragraph 4.1 or 4.2 above (x) in such proportion AS IS APPROPRIATE TO REFLECT THE RELATIVE BENEFITS from the Offering received by the Selling Shareholder and the Company collectively on the one hand and by the relevant Manager on the other or (y) if the allocation provided by (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in (x) above but also the RELATIVE FAULT of the Selling Shareholder and the Company collectively on the one hand and of the relevant Manager on the other in connection with the statements or omissions which resulted in such Claims or Losses, as well as any other relevant equitable considerations