definiens: means all indebtedness of the Seller for borrowed money, whether current or funded, short - or long -term, secu red or unsecured, direct or indirect, including any accrued and unpaid interest, fees, premiums and prepayment or termination penalties ( including any penalties payable by the Seller in connection with the termination or prepayment in full of any Indebtedn ess at or prior to the Closing ), if any, measured as of the Closing, and including, without duplication, ( i ) any indebtedness evidenced by any note, bond, debenture or other debt security, ( ii ) any indebtedness to any lender or creditor under credit facili ties of the Indebtedness, ( iii ) any indebtedness for the contractually deferred purchase price of property with respect to which the Seller is liable, contingently or otherwise, as obligor or otherwise, ( iv ) any drawn amounts under letter of credit arrange ments, ( v ) any cash overdrafts, ( vi ) any capitalized leases, ( vii ) any indebtedness under any financial instrument classified as debt, ( viii ) any notes payable to any of the stockholders or the Seller ’s vendors, customers or third parties and ( ix ) any Liab ility of other Persons of the type described in the preceding clauses ( i)-(viii ) that the Seller has guaranteed, that is recourse to the Seller or any of its assets or that is otherwise the legal Liability of the Seller