definiens: means HM Revenue & Customs ; means the aggregate amount ( expressed as a positive number ) immediately following Completion of the following : a ) the principal and accrued interest on any outstanding borrowing or indebtedness in the nature of borrowing incurred by the Company including, without limitation, bank debt, loans, overdrafts, guarantees of indebtedness, letters of credit ( which are secured by a third party ), any lo an notes or bonds, any other interest bearing and/or secured lending or credit liabilities provided by third parties to the Company and any early repayment, prepayment, or break costs, fees or penalties in respect of any such items and any legal costs and expenses in connection with the release of security in relation to any such borrowings ; b ) all deferred indebtedness of the Company for the payment of the purchase price of property or assets purchased or services rendered ( other than up to [ * * * ] of trade payables and other current liabilities incurred in the ordinary course of business ) ; c ) all obligations of the Company to pay rent or other payment amounts under any lease up to and including the Completion Date ; d ) reimbursement obligations of the Company with respect to letters of credit, bankers ’ acceptances or similar facilities issued for the account of the Company and that are outstanding as at the Completion Date ; e ) all obligations under any interest rate swap agreem ent, forward rate agreement, interest rate cap or collar agreement or other financial agreement or arrangement to which the Company is a party and which was entered into for the purpose of limiting or managing interest rate risks, f ) all obligations secured by any Encumbrance existing on property owned by the Company ; g ) all premiums, penalties, fees, expenses, breakage costs and change of control payments required to be paid or offered in respect of any of the foregoing clauses ( b ) through ( e ) as a result of the consummation of the transactions contemplated by this Agreement or in connection with any lender consent ; h ) all guaranties, endorsements, assumptions and other contingent obligations of the Company in respect of, or to purchase or to otherwise acquire, any of the obligations and other matters of the kind described in any of the clauses ( a ) through ( g ) appertaining to third parties ; and i ) all liabilities for Taxes incurred by the Company up to, but not paid by, Completio n ; Confidential * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatment request