Backup Supplier. Upon request by Arcus at any time during the Term, WuXi shall reasonably cooperate and promptly perform any technical transfer and validation activities reasonably necessary to enable Arcus’ designated backup supplier to supply Licensed Product. Prior to the expiration of the Manufacturing Exclusivity Period, Arcus may procure supply from its designated backup supplier solely in the event WuXi is not able to supply Arcus with Licensed Products in accordance with the terms of the Manufacturing Agreement. From and after such time as WuXi resumes its ability to provide accepted orders for Licensed Products in accordance with the terms of the Manufacturing Agreement, Arcus may continue to utilize the aforementioned backup supplier to provide up to ​ percent (​) of Arcus’ needs on an ongoing basis. The Manufacturing Agreement(s) will provide further terms and conditions regarding any such backup supplier. For the avoidance of doubt, Arcus’s use of such backup supplier in accordance with this Section 3.2 shall not be deemed a Transfer Election nor be subject to the increased royalty rates set forth below.

Supplier Information. Supplier will submit to Expedia a fully-completed Merchant Payment Information Form and any additional information required by any future updates to such form. Supplier will provide fifteen (15) days written notice in the event of a change of its ownership or any change to the information included in the Merchant Payment Information Form, which notice shall be sent in accordance with the provisions included in [Section E.7.i] of this Agreement.

Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales, then:

Licensor will backup Licensee's data on a daily basis. If requested in writing by Licensee, Licensor will prepare hard copy backups for which Licensee shall be billed US$200.00 per backup.

PrimeRevenue Supplier Agreement. The following is inserted into Article VIII as [Section 8.19]:

Consent to PP Supplier Agreement. Lender hereby consents to PP Canada entering into the PrimeRevenue Supplier Agreement in the form delivered to Lender on or prior to the date hereof. Borrower acknowledges that Accounts sold by PP Canada to the applicable financial institutions shall not constitute Eligible Accounts.

Section # Backup Servicing Compensation. As compensation for its backup servicing activities hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee from the Borrower. The Backup Servicer shall be entitled to receive its Backup Servicing Fee to the extent of funds available therefor pursuant to [Section 2.08]. The Backup Servicer’s entitlement to receive the Backup Servicing Fee shall cease on the earliest to occur of # it becoming the Successor Servicer, # its removal as Backup Servicer pursuant to [Section 8.04], # its resignation in accordance with the provisions of [Section 8.05] and # the termination of this Agreement.

Section # Backup Servicer Removal. The Backup Servicer may be removed in connection with a breach by the Backup Servicer in any material respect of any representation, warranty or covenant of the Backup Servicer under this Agreement, or otherwise in the discretion of the Administrative Agent (acting at the direction of the Required Lenders), by 30 days’ prior notice given in writing and delivered to the Backup Servicer from the Administrative Agent (acting at the direction of the Required Lenders) (the “Backup Servicer Termination Notice”). On and after the receipt by the Backup Servicer of the Backup Servicer Termination Notice, the Backup Servicer shall continue to perform all backup servicing functions under this Agreement until the date specified in the Backup Servicer Termination Notice or otherwise specified by the Administrative Agent (acting at the direction of the Required Lenders) in writing or, if no such date is specified in the Backup Servicer Termination Notice or otherwise specified by the Administrative Agent (acting at the direction of the Required Lenders), until a date mutually agreed upon by the Backup Servicer and the Administrative Agent (acting at the direction of the Required Lenders).

If Buyer transmits any Personal information to Supplier, Supplier warrants that Supplier shall not transfer such Personal Information to any third party or use it for any purpose other than as described in this Agreement.

“Backup Servicing Fee” means the fee payable to the Backup Servicer on each Payment Date in accordance with Section 2.12(c), which fee shall be equal to the greater of # $5,000, and # the product of # the Backup Servicing Fee Rate, # the Eligible Pool Balance, as of the first day of the related Collection Period and # 1/12.