13. GENERAL TERMS AND CONDITIONS EARLY TERMINATION AGREEMENT & MUTUAL RELEASE.

14. CONFIDENTIALITY.

The terms of this Agreement, the fact that this Agreement has been entered into, and all negotiations leading up to the execution of the Agreement, shall be deemed confidential and shall not  be further disclosed to any person or entity except as required by applicable law, rule or regulation (including, without limitation, the requirements under any federal or state securities laws, rules or regulations (or any judicial or regulatory interpretations thereof) that may require disclosure of the terms of this Agreement or the fact that this Agreement has been entered into), or with the written consent of the Parties hereto following the execution of this Agreement; provided, however, that nothing in this Agreement shall prevent any Party hereto from disclosing the existence or terms of this Agreement.

15. MUTUAL RELEASE.

(a)Release by TCG. In consideration of GFC payment set forth in this Article 2 as well as the other promises made in this Release, TCG, its members, agents, officers, employees, representatives, insurer, subsidiaries, and affiliates hereby fully and forever release, acquit, and discharge GFC, its stockholders, members, agents, directors, officers, employees, representatives, insurers, subsidiaries, and affiliates of and from any and all liability whatsoever, including all claims, demands, causes of action of every nature, whether based on statute or at common law, at law or in equity, or sounding in contract or tort which TCG may have or ever claim to have by reason of: GFC Performance of its obligations under the Agreement between December 18, 2017 and the date of execution of this Release. (b) Release by GFC. In consideration of TCG’s approval to terminate the Agreement before the expiration of the renewal term, as well as other promises made in this Release, GFC, its member, agents, officers, employees, representatives, insurers, subsidiaries, and affiliates hereby full and forever release, acquit, and discharge TCG, its stockholders, members, agents, directors, officers, employees, representatives, insurers, subsidiaries, and affiliates of and from any and all liability whatsoever, including all claims, demands, causes of action of every nature, whether based on statute or at common law, at law or in equity, or sounding in contract which GFC may have or ever claim to have by reason of TCG’s performance of its obligations under the Agreement between December 18,  2017 and the date of execution of this Release

16. ASSIGNMENT.

Neither party shall assign this Agreement or any of their rights or obligations hereunder without providing the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

17. SUCCESSORS AND ASSIGNS.

All of the provisions contained herein shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, estates, executors and administrators of the parties hereto to the same extent as if assigns, heirs, estates, executors and administrators of the parties hereto were in each case named as a party to this Agreement.

18. SEVERABILITY OF REMAINING PARTS.

Should any provision of this Release be declared by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Release.

19. COUNTERPARTS.

This Release may be executed in two or more counterparts, each of which shall be deemed an original and each of which when combined with the other shall constitute one and the same

20. FORCE MAJEURE.

Neither party shall be liable for or deemed to be in default for any delay or failure to perform any act under this Agreement (other than the payment of money) resulting, directly or indirectly, from acts of god, civil, or military authority, acts of public enemy, war, accidents, fires, explosions, earthquake, flood, failure of transportation, strikes or other work stoppages by either party’s employees, or any other cause beyond the reasonable control of such party.

21. AMENDMENT.

This Agreement may not be orally changed or modified in any way.  All changes or modifications to this Agreement shall only be valid by completing an “Amendment to Early Termination Agreement” of which (i) memorializes and describes any sections of the Early Termination Agreement for Tax Credit Services the parties Agree to modify, (ii) the Parties proper and duly authorized officers sign and execute,(iii) must be notarized by a duly appointed Notary.

22. WAIVER.

No delay or failure to exercise any remedy or right occurring upon any breach or default shall be construed as a waiver of such remedy or right, nor shall it affect any subsequent default of a same or different nature.