definiens: means : either ( a ) any liability of Sel ler ( i ) for borrowed money ( including the unpaid pr incipal thereof and accrued interest thereon ), or ( ii ) unde r any reimbursement obligation relating to a letter of credit, bankers ’ acceptance or note purchase facility, or ( iii ) evidenced by a bond, note, debenture or simila r instrument ( including a purchase money obligation ), or ( iv ) fo r the payment of money relating to leases that are required to be classified as capitalized lease obligations in a ccordance with GAAP, or ( v ) for all or any part of the deferred purchase price of property or services ( other than trade payables incurred in the ordinary course of b usiness ), including any or similar payments incurre d in connection with a business acquisition or any non - compete payments, or ( vi ) under any interest rate s wap, hedging or similar arrangements incurred in co nnection with the repayment of any item of Debt, or ( b ) any liability described in the preceding clause ( a ) of other persons that Seller has guaranteed, that is recourse to Sel ler or any of its assets or that is otherwise its l egal liability or that is secured in whole or in part by the assets o f Seller . For A-2 TABLE OF CONTENTS purposes of this Agreement, Debt includes any and a ll accrued interest, success fees, prepayment premi ums, make - whole premiums or penalties associated with th e prepayment of any of liabilities described in cla use ( a ) and ( b ) of this definition