definiens: means, without duplication, the aggregate amount of ( a ) all indebtedness of the Company or anyof the Subsidiaries ( including the principal amount thereof or, if applicable, the accreted amount thereof and the amount ofaccrued and unpaid interest 3thereon ), whether or not represented by bonds, debentures, notes or other securities or similar instruments for borrowedmoney, ( b ) all deferred indebtedness of the Company or any of the Subsidiaries for the payment of the purchase price ofproperty or assets, ( c ) all obligations of the Company or any of the Subsidiaries to pay rent or other payment amounts under alease of real or personal property that is classified as a Capital Lease, ( d ) all conditional sale obligations of and all obligationsunder any title retention agreements of the Company or any of the Subsidiaries, ( e ) any outstanding reimbursement obligationof the Company or any of the Subsidiaries with respect to letters of credit, bankers ’ acceptances or similar facilities issued forthe account of the Company or any of the Subsidiaries pursuant to which the applicable bank or similar entity has paidobligations for which the Company or any of the Subsidiaries is required to repay, ( f ) any payment obligation of the Companyor any of the Subsidiaries under any interest rate swap agreement, forward rate agreement, interest rate cap or collar agreementor other financial agreement or arrangement entered into for the purpose of limiting or managing interest rate risks, ( g ) allindebtedness for borrowed money secured by any Lien existing on property owned by the Company or any of theSubsidiaries, whether or not indebtedness secured thereby shall have been assumed, ( h ) all guaranties, endorsements, assumptions and other contingent obligations of the Company or any of the Subsidiaries in respect of, or to purchase or tootherwise acquire, indebtedness for borrowed money of others the repayment of which is guaranteed by the Company or anyof the Subsidiaries, ( i ) all other short - term and long - term liabilities of the Company or any of the Subsidiaries for borrowedmoney and ( j ) all premiums, penalties and change of control payments required to be paid or offered in respect of any of theforegoing as a result of the consummation of the transactions contemplated by the Transaction Documents