definiens: of any Person means, without duplication, ( a ) all indebtedness of such Person forborrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, with respect to deposits or advances of any kind or for the deferred purchase price of property or services ( other thancurrent trade liabilities incurred in the Ordinary Course of Business and payable in accordance with customarypractices and not more than ninety ( 90 ) days past due ), ( b ) all obligations of such Person evidenced by bonds, debentures, notes, mortgages or similar instruments, ( c ) all obligations of such Person under conditional sale or othertitle retention agreements relating to any assets and properties purchased by such Person, ( d ) all indebtedness ofothers secured by ( or for which the holder of such indebtedness has an existing right, contingent or otherwise, to besecured by ) any Lien or other claim on any assets and properties owned or acquired by such Person, whether or notthe obligations secured thereby have been assumed, ( e ) all guarantees by such Person or contingent Liabilities ofsuch Person with respect to the indebtedness of others, ( f ) all lease obligations of such Person required inaccordance with GAAP to be recorded as capital leases, ( g ) all obligations of such Person as an account party inrespect of drawn amounts under letters of credit and banker ’s acceptances, ( h ) all obligations of such Personconsisting of overdrafts ( e.g., cash float reflected as a negative on the cash line ), ( i ) all obligations under any interestrate, currency or other hedging agreement and ( j ) accrued but unpaid Taxes ( excluding, for the avoidance of doubt, any contingent Liability ) of the Company for any Tax Periods ( or any portions thereof as determined in accordancewith the principles of Section 5.1(c ) ) of the Company that end on or prior to the Closing Date