definiens: means, with respect to any Person, without duplication, ( a ) all obligations of such Person ( i ) to any Person for borrowed money or ( ii ) evidenced by any note, bond, debenture, mortgage or other debt security, ( b ) all indebtedness secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of property subject to such Lien, ( c ) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person ( whether or not the rights and remedies of such Person or lender under such agreement in the event of default are limited to repossession or sale of su ch property ), ( d ) all obligations of such Person under acceptance, letter of credit or similar facilities, in each case, to the extent drawn, ( e ) all obligations or indebtedness created or arising under any lease required to be treated as a capital lease i n accordance with GAAP as applied in accordance with the Accounting Principles, ( f ) all obligations or indebtedness for any earn -out or other arrangement for the deferral of purchase price of any property determined in accordance with GAAP as applied in ac cordance with the Accounting Principles, ( g ) all obligations to purchase, redeem, retire, defease or otherwise acquire for value any Equity Securities ( but, solely for purposes of the calculation of Estimated Closing Indebtedness and Closing Indebtedness, only to the extent such obligations survive following the Effective Time ), ( h ) all obligations or indebtedness under any interest rate swap, forward Contract, future or other hedging arrangement, including any breakage cost associated therewith to the exte nt triggered in connection with the transactions contemplated hereby, ( i ) in the case of the Company, the aggregate amount of deferred reservation fees, accounts payable specifically related to capital expenditures and accrued expenses specifically related to capital expenditures, in each case calculated in accordance with 76 GAAP as applied in accordance with the Accounting Principles, ( j ) all indebtedness of any other Person referred to in clauses ( a ) through ( i ) above guaranteed directly or indirectly in any manner by such first Person, or in effect guaranteed directly or in directly by such first Person through an agreement to pay or purchase such indebtedness or to advance or supply funds for the payment or purchase of such indebtedness, or otherwise to assure a creditor against loss, and ( k ) with respect to the foregoing cl auses ( a ) through ( j ), all obligations and indebtedness, including the principal amount, accrued interest, prepayment or termination fees or other premiums, penalties, make -whole payments or obligations or other costs, fees or expenses ( if any ) related the reto or that otherwise would be required to be paid by the borrower or obligor pursuant to a payoff letter delivered pursuant to Section 1.4(c ), in each case to the extent such indebtedness were repaid on the Closing Date