IMPORTANT - READ THIS AGREEMENT CAREFULLY

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS OF USE ON WHICH PRIME FINANCE ADVISOR, L.P., THE PRIVATE INVESTMENT FUNDS IT SPONSORS OR ADVISES (EACH, A “FUND” AND, COLLECTIVELY, THE “FUNDS”) AND/OR ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY “PRIME”) OFFERS YOU ACCESS TO THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS WEB SITE. BY USING THIS WEBSITE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE (“TERMS & CONDITIONS”) JUST AS IF YOU HAD SIGNED AN AGREEMENT.

1. Acceptance of Agreement; Revisions; Authority

a. These Terms & Conditions constitute the user agreement pursuant to which Prime (collectively and individually, “we”, “our”, “us”, or “Prime”) makes the reports, forms, statements, documents, products and/or services available to you on this web site (the “Site”). The Terms & Conditions constitute a legally binding agreement between you and Prime, if you do not agree to be bound by these Terms & Conditions, you will not be permitted to access or use any of the reports, products and/or services available through this Site.

b. We may amend the Terms & Conditions at any time by posting the amended terms on this Site. The amended Terms & Conditions will become effective when we provide you notice electronically, during login or otherwise, that the Terms & Conditions have been amended. You agree to be bound by any such revisions when they become effective whether or not you have reviewed them. Accordingly, when you visit this Site following notice of amended Terms & Conditions, you should review the revised Terms & Conditions posted on this Site. You may read a current, effective copy of these Terms & Conditions at any time by selecting the “Terms & Conditions” link on the bottom of each page of this Site. These Terms & Conditions are effective upon acceptance at log-in and, except to the extent we have otherwise specifically agreed with you in writing, supersede and replace all prior agreements entered into with Prime related to the subject matter hereof. If any change to these Terms & Conditions is not acceptable, your sole remedy is to terminate your registration. Any use of this Site after the effective date of an amendment will constitute acceptance by you of the revised Terms & Conditions.

c. You represent and warrant that you have the full right and power to enter into and fully perform this Agreement in accordance with these Terms & Conditions and that the entering into this Agreement and performance of your obligations hereunder will not violate any laws, rules or regulations applicable to you or your employer and in force from time to time.

2. Use of this Site; Limited License to Use and Prohibited Uses

a. Unless otherwise specified, you are granted a personal, non-exclusive, not transferable, revocable, limited right to access and use this Site and the materials provided therein for your personal, non-commercial use. Specifically, you are granted permission to view or download a reasonable number of copies of the Content (as defined below) on this Site solely for your (or your client's) personal use; provided that you do not modify any such Content and that you retain all copyright and other proprietary notices embodied within such Content. You may not use this Site or Content or any of the reports, forms, statements, documents, products and/or services available through this Site (i) other than internally in the ordinary course of your business; provided, that such internal use does not restrict the right to distribute all, or any portion, of the Content to any or all of the user’s clients or prospective clients solely to the extent permitted under the applicable Funds’ governing documents and any side letter agreements with such Funds; provided further, such clients or prospective clients use such Content solely for their own personal use and are prohibited from redistributing such Content to any other person or entity, (ii) to internally distribute or allow access to this Site or Content, or any of the reports, forms, statements, documents, products and/or services available through this Site, among your departments and/or employees that have no legitimate need for the Content or any of the reports, forms, statements, documents, products and/or services available through this Site to perform their duties, (iii) to externally distribute the Content or create derivative works based on, or in any way exploit, any of the Content contained on this Site, in whole or in part, for commercial use or profit due to such distribution, or (iv) for any purpose other than as expressly provided in these Terms & Conditions and/or the Funds’ governing documents and any side letters between you and such Funds

b. This Site may contain materials and documentation, including without limitation general or custom reports, forms, statements, other text and information, graphics, images, software and other material (i) developed, owned or otherwise licensed by Prime (the “Prime Content”); or (ii) which may be uploaded or otherwise provided by users and/or other third-party providers, including, without limitation, accountants and legal advisors to the Funds, governmental agencies, and third-party investment managers and investment advisors (all such content, collectively referred herein as “Third-Party Content”). For purposes of these Agreement, the Prime Content and Third-Party Content are collectively referred herein as the “Content”. You acknowledge and agree that all right, title and interest in this Site and Content, and all intellectual property rights therein, including all copyrights, are all exclusive property of Prime or the relevant third-party provider. Nothing in this Agreement shall be construed as granting the user any rights in or to the Content, and you may not use the Content, except as expressly permitted under these Terms & Conditions.

c. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content as permitted by these Terms & Conditions. Ownership of all Content shall at all times remain with Prime or its licensors. All rights not expressly granted herein shall remain with Prime. The use or posting (including “mirroring”) of the Content on any other web site is expressly prohibited without Prime’s prior written consent. If you violate any part of these Terms & Conditions, your permission to access and/or use the Content and this Site automatically terminates and you must immediately destroy any copies you have made of the Content.

d. Except as explicitly stated above, nothing on this Site may be construed as conferring, by implication, estoppels or otherwise, any right or license under any patent, trademark, copyright, moral right or any other intellectual property right of Prime or any third party.

e. You agree not to use, disseminate or display the Content or Site in a manner that would be deemed a general solicitation under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

f. Any information accessible through this Site relating to shares, limited partnership interests, units or other securities or ownership interests (“Securities”) of any Fund is for information purposes only and such information shall not be deemed in any way to constitute evidence of ownership of the holdings of Securities in any Fund. Evidence of ownership of any holdings of Securities in any Fund is determined solely in accordance with the governing documents and subscription agreements applicable to the relevant Fund as recorded in its books and records.

g. Unless otherwise indicated, any Content contained on this Site is as of the date indicated therein. The posting of any Content does not imply that the information contained therein is correct as of any time subsequent to the date of such Content.

3. Securities Law Disclaimers

a. The material on this Site has been prepared for informational purposes only and without regard to any particular user’s investment objectives, financial situation, risk tolerance or needs, and Prime is not soliciting any action based upon it. This material is not to be construed as an express or implied recommendation of, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any security, financial product, or instrument or to participate in any particular investment or trading strategy. Past performance is not a guide to future performance, which may vary. The value of investments and the income derived from investments can go down as well as up. Future returns are not guaranteed, and a loss of a portion or even all of your invested principal may occur.

b. You agree that the fact that Prime has made the Content and the reports, products and/or services provided through this site available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that an investment in Securities of any Fund is suitable or appropriate to you. You further agree that Prime in no way acts as fiduciary with respect to your account or any of your managed or fiduciary accounts except to the extent provided under the applicable Funds’ governing documents and applicable law. There may be significant risks in investing in the Securities of any Fund, and you should not enter into any transactions unless you have investigated and fully understand all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any Fund should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this Site or the Content therein the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts. You should consult your business advisor, attorney, and tax and accounting advisors concerning the risks and consequences of any contemplated transactions.

c. Any offer to sell or solicitation to purchase Securities of any Fund shall only be made pursuant to such Fund’s Confidential Private Placement Memorandum, as may be amended, revised or supplemented from time to time (each, a “Memorandum”), which describes the significant risks and other important information related to an investment in such Fund and qualifies in its entirety the Content of this site, and which, together with the governing documents of such Fund (together with the Memorandum, the “Offering Materials”), should be read carefully prior to subscribing for interests in such Fund. Any decision to invest in a Fund will be made only after reviewing the Offering Materials, conducting such investigations as you or your client, as a prospective investor, deem necessary and consulting with your (or your client’s) legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in such Fund.

d. By accessing this Site and the Content therein, you acknowledge that you (i) are an investor in a Fund, or an authorized agent of an investor in a Fund, to whom Prime has given access to this Site; (ii) are, or if you are acting as the authorized agent for an investor, the investor is (1) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended, or otherwise qualify for analogous “private placement” exemptions under applicable foreign law, (b) a “qualified purchaser” as such term is defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended, and (c) a “qualified client” as such term is defined in Rule 205-3 promulgated under the U.S. Investment Advisers Act of 1940, as amended; and (iii) have read, understand and agree to the above Conditions of Access.

4. Electronic Delivery of Communications

You hereby acknowledge, agree and consent to have each Fund in which you have invested, its general partner and Prime electronically deliver Account Communications. “Account Communications” means all current and future account statements; any Offering Materials (including all supplements and amendments thereto); tax forms; notices (including privacy notices, distribution notices and drawdown notices); letters to investors; audited and unaudited financial statements; regulatory communications (including Form ADV Part 2) and other information, reports, documents, data and records relating to your investment in such Fund. Electronic communication by Prime includes making Content electronically available on this Site as well as email communications. It is your affirmative obligation to notify the us in writing if any email address provided for you changes. Prime will not be liable for any interception of Account Communications. While no additional charge for electronic delivery will be assessed by Prime, you acknowledge that you may incur charges from your Internet service provider or other Internet access provider. In addition, you acknowledge that there are risks, such as systems outages, that are associated with electronic delivery of Account Communications and agree Prime will not be liable for such risks. By your use of this Site you affirm and agree to receive Account Communications through this Site.

5. Modifications

Prime reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, this Site (or any part thereof, including the transmission of any related materials or documentation, including the Content) with or without notice. Prime further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any content or features contained on this Site. You agree that Prime shall not be liable to you or to any third party for any modification, suspension or discontinuance of the reports, products and/or service available through this Site and Content provided on this Site.

6. Accuracy of Information

If you choose to register for this Site (or are otherwise requested to provide information on this Site), you agree to provide true, accurate, current and complete information about yourself (such information being the “Personal Data”) and to maintain and promptly update your Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Prime has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Prime has the right to suspend or terminate your account and to refuse any and all current or future use of this Site (or any portion thereof).

7. User Name; Password and Security; Cookies

a. When you register for this Site and following the completion of Prime’s authorization process, you will receive a password and account designation. You are responsible for maintaining the confidentiality of this information. You shall take all reasonable precautions to prevent unauthorized persons from obtaining access to or use of this Site. You shall be solely responsible for securing and maintaining all passwords issued to you in connection with this Site and shall be responsible for any actions taken using such passwords. You are strictly prohibited from unauthorized use of this Site, including but not limited to unauthorized entry into our systems, any sharing or other misuse of passwords, or misuse of any Content posted to this Site. You represent and agree that your password is personal to you and you will ensure that your password is known to only you and shall not be shared with or provided to any other person. You agree to immediately notify Prime of any unauthorized use of your password or account designation or any other breach of security. You must ensure that you log-off from your account at the end of each session. You must immediately notify Prime if access to the Site or its Content is no longer necessary or required in the ordinary course of your business or in the performance of your duties or in connection with the business of your client(s) or prospective client(s), and Prime reserves the right to terminate your access to the Site upon such notice. Prime shall not be liable for any loss or damage arising from your failure to comply with this section.

b. Prime shall take reasonable security measures to limit access to the information accessible through this Site to authorized users. Prime reserves the right in its sole discretion to impose additional requirements to enable access to and use of the reports, products and/or services available through this Site by authorized users such as the issuance of digital certificates or by requiring changes to the hardware and software necessary to access this Site.

c. As an additional security measure to protect your privacy, we use “cookies,” to validate your authority to log-in to this Site. We do not use cookies to store or transmit any personal information about you on the Internet. The sole purpose of the cookies is to validate your identity when you use this Site.

8. Disclaimer and Limitation of Liability

a. THIS SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRIME, ITS PARTNERS, MEMBERS AND OTHER EQUITYHOLDERS, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, DIRECTORS, OFFICERS OR EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, THE “PRIME PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIS SITE AND THE CONTENT. ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES (WHETHER OR NOT ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN TRADE OR BY COURSE OF DEALING) ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO: (I) THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OF THE CONTENT, REPORTS, FORMS, STATEMENTS, DOCUMENTS PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE; (II) THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE RESULTS FROM ANY USE OF ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE OR DERIVATIVE WORKS BASED ON INFORMATION, CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE; (III) THE MERCHANTABILITY OF THIS SITE AND CONTENT AND/OR ITS SUITABILITY FOR A PARTICULAR PURPOSE (INCLUDING INVESTMENT DECISIONS), WHETHER OR NOT PRIME OR ANY MEMBER OF THE PRIME PARTIES KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE; AND (IV) NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL RIGHTS IN AND TO THE CONTENT, REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCT AND/OR SERVICES AVAILABLE THROUGH THIS SITE, CONTENT AND THE TRADEMARKS CONTAINED ON THIS SITE. PRIME AND THE PRIME PARTIES ALSO DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES (1) THAT THE CONTENT IS ERROR-FREE AND/OR FREE FROM ANY COMPUTER BUGS, VIRUSES OR DISENABLING CODES; AND (2) THAT THE CONTENT WORKS WITH ANY HARDWARE OR SOFTWARE CONFIGURATION. NEITHER PRIME NOR THE PRIME PARITES GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, INTEGRITY OR COMPLETENESS OF THIS SITE, CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, AND USERS AGREE NOT TO RELY EXCLUSIVELY UPON THIS SITE AND CONTENT IN ASSESSING THE DESIRABILITY OF INVESTING IN A PARTICULAR SECURITY.

b. IN NO EVENT SHALL PRIME OR THE PRIME PARTIES HAVE ANY LIABILITY FOR ANY DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) INCURRED IN CONNECTION WITH THE USE BY THE USER OF THIS SITE, ANY OF THE CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, LOST OR DAMAGED DATA, DAMAGE TO OR INTERRUPTION OF ANY LOCAL AREA NETWORKS, INTRODUCTION OF VIRUSES, WORMS OR OTHER DESTRUCTIVE PROGRAMS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, ANY DECISION MADE OR ACTION TAKEN (OR REFRAINED FROM BEING TAKEN) BY ANY PARTY IN RELIANCE UPON THIS SITE OR THE CONTENT, ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS SITE, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN CONNECTION WITH THIS SITE AND ANY CONTENT.

c. PRIME EXPRESSLY DISCLAIMS AND DOES NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR THE CONTENT OR INFORMATION CONTAINED IN ANY REPORT, FORM, STATEMENT, NOTICE, LETTER OR OTHER PUBLICATION OR DOCUMENT ACCESSIBLE THROUGH THIS SITE WHICH IS PRODUCED AND/OR ISSUED BY A PARTY OTHER THAN PRIME, INCLUDING OTHER THIRD-PARTY CONTENT (COLLECTIVELY, “THIRD-PARTY PUBLICATIONS”). FOR THE AVOIDANCE OF DOUBT, PRIME IS NOT RESPONSIBLE OR LIABLE FOR ANY RELIANCE A USER OR ANY OTHER PERSON MAY PLACE ON ANY THIRD-PARTY PUBLICATION, AND PRIME DOES NOT OWE OR ACCEPT ANY DUTY TO ANY USER OR ANY OTHER PERSON UNDER LAW IN RESPECT OF ANY THIRD-PARTY PUBLICATION. PRIME IS NOT RESPONSIBLE OR LIABLE FOR RESULTS ARISING FROM THE USE OR RELIANCE OF THE INFORMATION CONTAINED IN ANY THIRD-PARTY PUBLICATION INCLUDING, WITHOUT LIMITATION, ANY LOSSES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, IN CONTRACT, TORT OR OTHERWISE) ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY ANY PERSON IN RELIANCE UPON THE CONTENT OR INFORMATION CONTAINED IN ANY THIRD-PARTY PUBLICATION. ALL IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO SUITABILITY, MERCHANTABILITY, OR USE FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY THIRD-PARTY PUBLICATION OR THE CONTENT OR INFORMATION CONTAINED THEREIN ARE HEREBY DISCLAIMED.

9. Indemnities

You shall indemnify and hold harmless Prime and each Prime Party from and against: (i) any actions, claims, suits, demands, liabilities, costs, charges, damages, losses, judgments, expenses (including reasonable legal and accounting fees) and consequences of whatever nature (collectively “Claims”) brought by any person against Prime or such Prime Party that arise out of or relate to your breach of these Terms & Conditions or your access to, use or misuse of the Content or any of the reports, products and/or services available through this Site, whether properly authorized or not, (ii) any Claims brought by the user or any other person against Prime or such Prime Party that arise out of or relate to the use of your user identifier or user password by any person other than you, being the person to whom such user identifier or user password was assigned, and (iii) any Claims brought by any registered holder of Securities in any Fund, a Fund or any other person against Prime or such Prime Party that arise out of or relate to Prime permitting you to have access to and use of Site, and in particular any information regarding any registered holder of any Securities in any Fund contained in any of the reports, forms, statements, documents, products and/or services available through this Site, whether in respect of a breach of confidentiality or otherwise.

10. Compliance with Laws

In using or accessing this Site, you agree to comply with all applicable federal, state and local laws and regulations. Any and all Content is subject to the export control laws and regulations of the United States and may also be subject to the laws of the country in which you reside. Prime specifically prohibits access to Content on this Site from locations where it is illegal to obtain such access. By accessing, using, printing, downloading or otherwise receiving the Content from this Site, you are expressly agreeing that you are not in a country where such export is prohibited and are not a person or entity for which such export is prohibited. Anyone who accesses this Site from locations outside the United States does so on their own initiative and is responsible for compliance with applicable local laws.

11. Termination

We reserve the right, in our sole discretion, to restrict, suspend or terminate these Terms & Conditions and your access to all or any part of this Site, at any time and for any reason without prior notice or liability. You further agree that, Prime shall not be liable to you or any third party for any suspension or termination of your access to the reports, forms, statements, documents, products and/or services available through this Site, or for any deletion of your account information. We reserve the right to change, suspend, or discontinue all or any part of this Site or Content at any time without prior notice or liability. All provisions relating to disclaimer of warranties, limitation of liability and remedies and damages contained in these Terms & Conditions shall survive termination.

12. Trademarks

The trademarks, service marks, and logos of Prime (the “Prime Trademarks”) used and displayed on this Site or as part of the Content are registered and unregistered trademarks or service marks of Prime. Other company, product, and service names located on this Site or included as part of the Content may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Prime Trademarks, the “Trademarks”). Nothing on this Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed on this Site, without the prior written permission of Prime specific for each such use. The Trademarks may not be used to disparage Prime or the applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Prime in writing. All goodwill generated from the use of any Prime Trademark shall inure to our benefit.

13. Notice

Without limiting Section 4 above, Prime may provide you with notices, including those regarding changes to the Site and the products or services made available to you through the Site, these Terms & Conditions and our policies, including, without limitation, our Privacy Policy, by email, regular mail or postings on the Site.

14. Privacy

Prime recognizes and respects the importance of protecting the privacy of all information provided by users. Prime may collect, store and uses information about its users as described in our Privacy Policy  (the “Privacy Policy”), which is incorporated herein by reference, as the same may be updated by Prime from time to time.

15. Remedies

If you violate these Terms & Conditions, Prime will have the right to seek all legal and equitable remedies available to it.

16. Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the copyright laws of the United States and the laws of the State of Delaware, without regard to its conflict of laws provisions and excluding that body of law applicable to choice of law. You hereby submit to the exclusive jurisdiction of the federal and state and city courts located in the City of San Francisco in connection with any dispute related to these Terms & Conditions, the reports, forms, statements, documents, products and/or services available through this Site, the Content, or any other matter contemplated hereby.

17. Severability

The invalidity or unenforceability of any particular provision of these Terms & Conditions shall not affect any other provision hereof and these Terms & Conditions shall be construed in all respects as if such invalid or unenforceable provision were omitted. If it is determined that any provision of these Terms & Conditions is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforceable as so limited.

18. General

These Terms & Conditions constitutes the entire agreement between the parties and, except to the extent we have otherwise specifically agreed with you in writing, supersedes and replaces all prior or contemporaneous understandings, discussions, statements, agreements, negotiations or otherwise, whether written or oral, regarding the subject matters addressed herein. The failure of Prime to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder.