No Recourse to Seller and Parent Entities. Each of Acquiror and Indemnitor and their respective existing and future Affiliates (collectively, the "Releasing Parties") does hereby absolutely release and discharge, effective as of the Closing, each of (i) Seller, Capital Z Financial Services Fund II L.P., their respective existing and future Affiliates (other than Indemnitor and its Subsidiaries) and their respective existing and future officers and directors and (ii) the existing and future officers and directors of Indemnitor and its Subsidiaries (collectively, the "Releasees") from any and all Losses which any of the Releasing Parties ever had or now has or have or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever to the extent arising from, in connection with, related to or as a result of (a) the matters addressed in this Agreement and the other Transaction Agreements, (b) the Private Placement and (c) any action or inaction of any of the Releasees relating to or associated with the foregoing, in each case, relating to any period from the beginning of the world to the end of time, regardless of when brought; provided, however, such release and discharge shall not release or discharge (i) any Releasee from any Losses to the extent arising from, in connection with, related to or as a result of any fraud, gross negligence or willful misconduct by or on behalf of such Releasee, (ii) Seller from its agreements set forth in Sections 5.04, 5.14, 8.02(b), 8.03, 8.05, 8.06 and 8.07 and Article X, or (iii) Indemnitor and its successors and assignees from any of its obligations under the Transaction Agreements, including the obligations of Indemnitor pursuant to this Article VIII in respect of representations, warranties, covenants and agreements of Seller and Indemnitor.
