Common use of Phase II Clause in Contracts

Phase II. The parties acknowledge that this Agreement is not exclusive and GPPC shall have the right to provide consulting services regarding the marketing of the DCC services of Member, GPPC, any of GPPC’s Affiliates, or of any third party, subject to the provisions of Section 5.4 above. During the Term of this Agreement, GPPC may choose to develop the functionality of its own processing platform, or use a third person’s processing platform to enable GPPC to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, GPPC shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit GPPC from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to GPPC to implement Phase II, provided that Planet Payment shall not have any obligation whatsoever to assist GPPC in any way in specifying, designing or implementing functions similar to any of Planet Payment’s functions provided hereunder relating to the conversion, calculation, reporting or reconciliation of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of its IP to GPPC for the purposes of Phase II. Planet Payment shall not charge GPPC for such assistance, unless GPPC requests modifications or enhancements to the Planet Payment Platform to facilitate Phase II, in which case Planet Payment shall only charge GPPC for its actual and out of pocket costs incurred in connection with such modifications or enhancements. The parties shall use good faith efforts to modify the parties’ respective obligations under this Agreement relating to processing of Transactions (but without any change to their respective Revenue Shares) to reflect the reallocation of their respective functions following implementation of Phase II.

Phase II. The parties acknowledge that this Agreement is not exclusive and GPPC Acquirer shall have the right to provide consulting services regarding the marketing of offer the DCC services of Member, GPPCAcquirer, any of GPPCAcquirer’s Affiliates, or of any third party, subject to the provisions of Section 5.4 above. During the Term of this Agreement, GPPC may Acquirer will probably choose to develop the functionality of its own processing platform, or use a third person’s processing platform to enable GPPC Acquirer to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, GPPC Acquirer shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit GPPC Acquirer from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to GPPC Acquirer to implement Phase II, provided that Planet Payment shall not have any obligation whatsoever to assist GPPC Acquirer in any way in specifying, designing or implementing functions similar to any of Planet Payment’s functions provided hereunder relating to the conversion, calculation, reporting or reconciliation of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of its IP to GPPC Acquirer for the purposes of Phase II. Planet Payment shall not charge GPPC Acquirer for such assistance, unless GPPC Acquirer requests modifications or enhancements to the Planet Payment Platform to facilitate Phase II, in which case Planet Payment shall only charge GPPC Acquirer for its actual and out of pocket costs incurred in connection with such modifications or enhancements. The parties shall use good faith efforts to modify the parties’ respective obligations under this Agreement relating to processing of Transactions (but without any change to their respective Revenue Shares) to reflect the reallocation of their respective functions following implementation of Phase II.

Phase II. The parties acknowledge (a) Within seven (7) days after the date of this Agreement, Seller shall retain an environmental consulting firm reasonably acceptable to Purchaser, which acceptance shall not be unreasonably withheld, denied or conditioned ("Consultant") to implement the scope of work described in the summary attached hereto as Exhibit A (the "Phase II"). Seller shall use commercially reasonable efforts to complete the Phase II on or before January 31, 2006. Provided Purchaser consents, Consultant may request that the laboratory analyze all samples on a three day turn around ("TAT"). Purchaser shall reimburse Seller for fifty percent ("50%") of the costs of the Phase II, including the surcharge associated with three day TAT. Purchaser shall have the right, at its sole cost and expense, to retain an environmental consultant to provide oversight on Purchaser's behalf. (b) If the Phase II identifies the presence of hazardous materials at concentrations exceeding those allowed by Environmental Laws applicable to industrial use properties ("Contamination"), Seller, as between Seller and Purchaser, shall be solely responsible for implementing any Remedial Action required by applicable Environmental Laws with respect to the Contamination. (c) Seller shall promptly provide Purchaser with all laboratory results, boring logs, maps and diagrams, draft reports, and correspondence to Governmental Authorities relating to the work required under this Agreement is for Purchaser's review and comment. Purchaser agrees to provide to Seller its comments within seven (7) days after receipt of any of the foregoing. Seller and the Consultant shall give due consideration to Purchaser's comments with respect to the draft of each report. Seller will promptly provide Purchaser with a copy of each final report. (d) Seller shall notify Purchaser within fourteen (14) days after completion of the final Phase II report whether or not exclusive Seller shall cause the Contamination to be remediated. (e) If Seller elects to undertake the required Remedial Action, it shall do so at its sole cost and GPPC expense. Seller shall have the right to provide consulting services regarding choose the marketing method of remediation to address the DCC services of Member, GPPC, any of GPPC’s Affiliates, or of any third party, subject Contamination and shall be allowed to the provisions of Section 5.4 above. During the Term of this Agreement, GPPC may choose use deed restrictions and engineering controls to develop the functionality of its own processing platform, or use a third person’s processing platform to enable GPPC to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, GPPC shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit GPPC from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to GPPC to implement Phase IIachieve closure, provided that Planet Payment such limitations do not unreasonably interfere with the continued use of the Zaragosa Facility for industrial purposes. (f) Se▇▇▇▇'▇ ▇bligations hereunder shall be complete when the Seller delivers to the Purchaser documentation indicating that no further Remedial Action is required under applicable Environmental Laws. If Seller opts to remediate the Contamination under the Texas Commission on Environmental Quality's ("TCEQ's") Voluntary Cleanup Program ("VCP"), this condition shall be satisfied by the receipt of a letter from the TCEQ indicating that no further investigation is warranted. If Seller opts to remediate the Contamination outside of the VCP, then Seller's obligation hereunder shall be satisfied by the delivery of a letter from Consultant addressed to Purchaser indicating that no further Remedial Action is warranted under applicable Environmental Laws, which letter shall be acceptable to Purchaser, which acceptance shall not have be unreasonably denied, withheld, or conditioned. (g) Pursuant to applicable Environmental Laws, Seller shall cause the removal or closure of any obligation whatsoever to assist GPPC in groundwater monitoring wells and the disposal of any way in specifyingwaste generated as a result of the S▇▇▇▇▇d Soil removal, designing the Phase II or implementing functions similar to any Remedial Action of Planet Payment’s functions provided hereunder relating Contamination. (h) Notwithstanding anything to the conversioncontrary, calculationif the Phase II identifies Contamination and Seller fails to undertake the required Remedial Action, reporting or reconciliation Purchaser's sole option shall be to terminate the Lease of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclosethe Zaragosa Facility, transfer or license any of its IP to GPPC for the purposes of Phase II. Planet Payment shall not charge GPPC for such assistance, unless GPPC requests modifications or enhancements pursuant to the Planet Payment Platform terms and conditions of the Lea▇▇. ▇▇▇▇haser shall have no right to facilitate Phase IIcompel Seller to undertake the required Remedial Action. (i) Seller shall secure, in which case Planet Payment shall only charge GPPC for its actual and out of pocket costs incurred at no expense to Purchaser, all permits or licenses required in connection with such modifications or enhancements. The parties shall use good faith efforts the work to modify the parties’ respective obligations be undertaken under this Agreement and shall comply with all laws applicable to the work required under this Agreement and the Zaragosa Facility, including (but not limited to) any laws, standa▇▇▇, ▇▇▇ulations and permit requirements relating to processing environmental pollution or contamination or to occupational health and safety. Seller shall indemnify and defend Purchaser against any and all claims asserted against Purchaser arising out of Transactions (but without or connected with the violation of any change law by Seller while at or on the Property to their respective Revenue Shares) to reflect perform the reallocation of their respective functions following implementation of Phase IIwork required under this Agreement.