definiens: means ( i ) all obligations for borrowed money and advancement of funds ; ( ii ) all obligations evidenced by notes, bonds, debentures or similar instruments, contracts or arrangements ( whether or not convertible ), ( iii ) all obligations for the deferred purchase price of property or services ( including any potential future earn -out, purchase price adjustment, releases of or similar payments, but excluding any suc h obligations to the extent there is cash being held by a third party in escrow exclusively for purposes of satisfying such obligations ) ( ) ; ( iv ) all obligations arising out of any financial hedging, swap or similar arrangements ; ( v ) all obligations as lessee that would be required to be capitalized in accordance with GAAP, whether or not recorded ; ( vi ) all obligations in connection with any letter of credit, banker ’s acceptance, guarantee, surety, performance or appeal bond, or sim ilar credit transaction ; ( vii ) interest payable with respect to Indebtedness referred to in clause ( i ) through ( vi ), and ( viii ) the aggregate amount of all prepayment premiums, penalties, breakage costs, costs, expenses and other paym ent obligations of such Person that would arise ( whether or not then due and payable ) if all such items under clauses ( i ) through ( vii ) were prepaid, extinguished, unwound and settled in full as of such specified date . For purposes of determining the Defer red Purchase Price obligations as of a specified date, such obligations shall be deemed to be the maximum amount of Deferred Purchase Price owing as of such specified date ( whether or not then due and payable ) or potentially owing at a future date