Payoff Letter

Payoff Letter. Means collectively that certain Global Deed of Release, of even date herewith, by and among Bank of Scotland PLC, the Company and certain of the Company's Subsidiaries listed therein and the related Letter of Consent, of even date herewith, from the Bank of Scotland PLC to the Company and certain of the Company's subsidiaries named therein, each substantially in the form attached hereto as Exhibit A.