definiens: means, with respect to any Person at any date, the following with respect to such Person and itsSubsidiaries ( whether secured or unsecured ), without duplication : ( a ) all obligations for borrowed money ( whethercurrent or non - current, short - term or long - term ), including, without limitation, notes, loans, lines of credit, bonds, debentures, obligations in respect of letters of credit and bankers ’ acceptances issued for the account of such Personand its Subsidiaries, and all associated Liabilities, ( b ) the outstanding indebtedness with respect to all equipmentlease Contractual Obligations ( capitalized or otherwise ), ( c ) the maximum Liability under any payment obligations(whether or not contingent ) with respect to acquisitions of assets or businesses in whatever form, ( d ) all obligationswith respect to the factoring and discounting of accounts receivable, ( e ) all obligations arising from cash / bookoverdrafts or negative cash balances, ( f ) all obligations secured by an Encumbrance on any property or asset ownedby such Person or its Subsidiary, ( g ) all guarantees by such Person or any of its Subsidiaries of Debt of others, ( h ) allobligations for the deferred purchase price of property or services ( including accounts payable and liabilities created orarising under any conditional sale or other title retention agreement with respect to any such property ), ( i ) all Liabilitiesrelating to unfunded, vested benefits under any Employee Plan with respect to any of the Business Employees, ( j ) allobligations relating to deferred compensation arrangements, and ( k ) all accrued interest, prepayment premiums andpenalties related to any of the foregoing;provided, however, that shall not include Taxes or obligations orliabilities with respect to trade payables incurred in the Ordinary Course of Business