definiens: means :, ( i ) all indebtednes s for borrowed money ; ( ii ) accrued interest expense, prepayment premiums, break - up fees, obligations und er financial swaps, bank fees, drawn letters of cre dit, deferred purchase price, capital lease obligations, present value of any underfunded pension obligatio ns, customer deposits, or accrued expenses outside the ordinary course ( e.g. unpaid sponsor fees / receivabl es, consulting fees, acquisition - related cost liabiliti es, payments due former owners of acquired business es, or liabilities related to discontinued operations ) ; ( i ii ) guaranties securing indebtedness for borrowed m oney or any other indebtedness of any kind ; ( iv ) all deferred c ompensation obligations, ( v ) collected deferred rev enue ; and ( vi ) all interest, any premiums payable or any othe r costs or charges ( including any prepayment penalt ies, termination fees, breakage costs, make - whole and ex pense reimbursements ) on any instruments or obligat ions described in clauses ( i ) through ( vi ) hereof, all a s the same may be payable upon the complete and fin al payoff thereof, regardless of whether such payoff occurs p rior to, simultaneous with or following the Closing