definiens: means ( a ) all indebtedness, whether or not contingent, for borrowed money, ( b ) allobligations evidenced by notes, bonds, debentures, loan agreements or other similar instruments, ( c ) that portion ofobligations with respect to capital leases that is properly classified as a liability on a balance sheet in conformity withGAAP, ( d ) all payment obligations, contingent or otherwise, under acceptance, letters of credit, bank guarantees, surety bonds or similar facilities, ( e ) net obligations under any interest rate, swap, currency swap, forward currency orinterest rate contracts or other interest rate or currency hedging arrangements, ( f ) any guarantee ( other thancustomary non - recourse carve - out or guarantees ) of any of the foregoing, whether or not evidenced by anote, mortgage, bond, indenture or similar instrument, provided that Indebtedness shall not include any performanceguarantee or any other guarantee that is not a guarantee of other Indebtedness, and ( g ) all interest, any premiumspayable or any other costs or charges ( including prepayment penalties ) on any instruments or obligations described inclauses ( a ) through ( f ) hereof, all as the same may be payable upon the complete and final payoff thereof, regardlessof whether such payoff occurs prior to or simultaneously with the Closing