definiens: shall mean all Liabilities ( 1 ) for borrowed money, including related fees and expenses, ( 2 ) evidenced by notes, bonds, debentures or similar instruments, ( 3 ) for the deferred purchase price of goods or services, ( 4 ) under capital leases, ( 5 ) in respect of unfunded vested benefits under plans covered by ERISA and ( 6 ) under letters of credit or in the nature of guarantees, including guarantees of the obligations of any other Person ] ; ( xiii ) [ any brokerage commission, finder 's fee or similar commission or fee in connection with any of the Transactions, and any other fees and expenses of professional, legal, accounting and financial consultants engaged by Seller in connection with any of the Transactions or otherwise, including the fees of Wachovia Capital Markets, LLC or any other investment banker retained by Seller ] ; [ 1 = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B·2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED