definiens: means the principal of and accreted value and acc rued and unpaid interest in respect of : ( i ) all indebtedness for borrowed money ; ( ii ) o bligations under any interest rate, currency swap o r other hedging agreement or arrangement ; ( iii ) indebtednes s evidenced by notes, debentures, bonds or other si milar instruments ; ( iv ) all obligations issued or assumed as the deferred purchase price of property or busi nesses, all conditional sale obligations and all obligations un der any title retention agreement ( but excluding or dinary course trade accounts payable ), including all oblig ations resulting from any holdback, earn - out, perfo rmance bonus or other contingent payment arrangement relat ed to or arising out of any prior acquisition, busi ness combination or similar transaction ; ( v ) all liabili ties for any outstanding severance or consulting am ounts or benefits owed ( whether currently or for services to be provided in the future ) to any 5 former ( as of the Closing ) employee, service provid er or officer and any Taxes payable in connection t herewith ; ( vi ) all liabilities relating to any deferred compe nsation, bonuses or phantom stock arrangements ( in each case whether accrued or not ) in respect of any current o r former employee, service provider or officer and any Taxes payable in connection therewith, and any liabilitie s relating to any non - competition obligations ; ( vii ) any obligations secured by any Encumbrance on any Purch ased Asset ; ( viii ) all obligations under any perfor mance bond or letter of credit, but only to the extent dr awn or called prior to the Closing ; ( ix ) all capita lized lease obligations ( including any accounts payable or accr ued expenses relating to any capital leases ) as det ermined under GAAP and any off - balance sheet financing ; ( x ) unfunded pension plan liabilities ; ( xi ) guarantees with respect to any indebtedness or obligations of any o ther Person of a type described in clauses ( i ) thro ugh ( x ) above ; and ( xii ) for clauses ( i ) through ( xi ) above, all accrued interest thereon, if any, and any ter mination fees, prepayment penalties, premiums, breakage costs, mak e - whole, expense reimbursement or other out - of - pock et fees, costs, expenses or other payment obligations related thereto . Notwithstanding anything herein to the contrary, any liabilities or obligations individual ly identified and reflected as a dollar amount in V aluation Date Working Capital shall not be included in the defini tion of Indebtedness