definiens: means, without duplication, the aggregate of the following : ( a ) all obligations for borrowed money ( including the current portionthereof and all sums due on early termination and repayment or redemption calculated to the Closing Date ), whether or not contingent, or issued orincurred in substitution or exchange for any such liability for borrowed money, or extensions of credit ( including under credit cards, bank overdrafts andadvances ), ( b ) all obligations evidenced by bonds, debentures, notes or other similar instruments ( and including all sums due on early termination andrepayment or redemption calculated to the Closing Date ), ( c ) all obligations to pay the deferred purchase price of property or services, except tradeaccounts payable arising in the ordinary course of business consistent with past practice, ( d ) all obligations as lessee under leases that have been orshould be, in accordance with GAAP, recorded as capital leases in respect of which the Company is liable as a lessee, ( e ) all obligations of otherssecured by a Lien on any asset of the Company ( including accounts and contract rights ), whether or not such obligations are assumed, ( f ) all obligations, contingent or otherwise, directly or indirectly guaranteeing any obligations of any other Person, all obligations to reimburse the issuer in respect of lettersof credit or under performance or surety bonds, or other similar obligations ; all obligations under which the Company has agreed ( contingently orotherwise ) to purchase or otherwise acquire the liability of any other Person or in respect of which the Company has otherwise assured a creditor againstloss, ( g ) all obligations in respect of bankers ’ acceptances, note purchases or similar facilities and under reverse repurchase agreements, ( h ) allobligations in respect of futures contracts, other ﬁnancial contracts and other similar obligations ( determined on a net basis as if such contract orobligation was being terminated early on such date ), ( i ) the amount of any termination payments in connection with the payment in full of any obligationsfor borrowed money, ( j ) accrued employment obligations, including without limitation, accrued salary, accrued vacation and accrued bonuses, ( k ) deferredrevenue, ( l ) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by theCompany ( even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale ofsuch property ), ( m ) all obligations to purchase, redeem, retire or otherwise acquire for value any ownership interests or capital stock of the Company orany rights to acquire any ownership interests or capital stock of the Company, valued, in the case of redeemable ownership interests or capital stock, atthe greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, ( n ) any obligations under any interest rate, foreignexchange, currency, commodity, credit or equity swap, cap, collar, ﬂoor, option, forward or other hedging agreement or derivative contract, net of anyobligations to the Company thereunder, and ( o ) amounts due to the Purchaser or its subsidiaries and other . For purposes of the Agreement, includes ( i ) any and all accrued interest, fees, change of control payments, prepayment premiums, make whole premiums or penaltiesand fees or expenses actually incurred ( including attorneys ’ fees ) associated with the repayment of any Indebtedness, and ( ii ) any and all amounts of thenature described in clauses ( a ) through ( o ) above owed by the Company to any of its Affiliates, including any of the Members