definiens: means the Employee Retirement Income Security Act of 1974 ; has the meaning given in Schedule 4 ; has the meaning given in Schedule 4 ; represents the Seller 's good faith estimate of theCustomer Payback Amount at the Relevant Time ; has the meaning given in Schedule 4 ; has the meaning given in Schedule 4 ; has the meaning given in Schedule 4 ; has the meaning given in Schedule 4 ; has the meaning given in Schedule 4 ; means Euros, the lawful currency of the European Union ; * * * means the power of attorney to be granted by * * * and * * * in favour of theSeller, or the Seller 's nominee in the agreed form ; * * * * * * means any Dispute and/or Related Agreement Dispute ; means the bank or lender that is specified in the column in Appendix 3 in relation to each item of Bank Debt or as may be specified in the PayoffLetter and the applicable Release Letter ; has the meaning given in paragraph 2.6 of Schedule 4 ; means the individual audited balance sheet, profit and loss account, cash flow statement ( if applicable ) and the notes thereto for the 12 month period ended 31December 2012 in relation to certain of the Specialty Entities as detailed in the definition ofIndividual Accounts ; * * * means the PCFS at 31 December 2012, where theaccompanying Deloitte Review Report is signed ; the report dated 8 November 2012 ( volume I ) and 24December 2012 ( Volume III ) prepared by Ernst & Young LLP in connection with the GroupCompanies ; has the meaning set out in Clause 8.5 ; * * * Denotes confidential information that has been omitted from this exhibit and filed separately with the Securitiesand Exchange Commission