definiens: means ( a ) all indebtedness, whether or not contin gent, for borrowed money ; ( b ) all obligations evidenced by notes, bonds, debentures, loan agreements or other similar instruments ; ( c ) a ll obligations as lessee under leases that have been or should be, in accordance with U.S. GAAP, recorded as capital leases ; ( d ) all payment obligations, contingent or otherwise, u nder acceptance, letter of credit, bank guarantees, surety bonds or similar facilities ; ( e ) net obligations under an y interest rate, swap, currency swap, forward curre ncy or interest rate contracts or other interest rate or currency h edging arrangements ; ( f ) all obligations to pay the deferred purchase price of property or services ( other than trade accounts payable in the Ordinary Course of Bu siness and included in the calculation of Closing Date Working Capital ) ; ( g ) any obligations under conditional sa le or other title retention agreements ; ( h ) any guarantee ( othe r than customary non - recourse carve - out or guarantees ) of any of the foregoing, whether or not evidenced by a note, mortgage, bond, indenture or similar instrument, provided that Indebtedness shall not in clude any performance guarantee or any other guaran tee that is not a guarantee of other Indebtedness ; and ( i ) all Indebtedness referred to in clauses ( a ) through ( h ) above secured by any Lien on the Acquired Assets or the Transferr ed Group Assets