definiens: shall mean with respect to the Transferred Entities, at the time of any determination, withoutduplication : all obligations, contingent or otherwise that, in accordance with GAAP, would be included on the balancesheet of the Transferred Entities as indebtedness, but in any event includes the outstanding principal amount of, allaccrued and unpaid interest on and other payment obligations ( including any premiums, termination fees, expenses, breakage costs or penalties due upon prepayment of or payable in connection with this Agreement or theconsummation of the transactions contemplated by this Agreement ) in respect of, ( A ) all indebtedness of theTransferred Entities for borrowed money, which shall include borrowing agreements such as notes, bonds, indentures, mortgages, loans and lines of credit or similar instruments, ( B ) all obligations ( including breakage costs ) payable bythe Transferred Entities under interest rate or currency protection agreements, ( C ) any reimbursement obligation withrespect to letters of credit ( including standby letters of credit to the extent drawn upon ), bankers ’ acceptances orsimilar facilities issued for the account of the Transferred Entities and for which the Transferred Entities shall beliable, ( D ) all obligations under capital leases ( as determined in accordance with GAAP ), and ( E ) any obligation of thetype referred to in clauses ( A ) through 8 ( D ) of this definition of another Person, the payment of which either of the Transferred Entities has guaranteed, orwhich is secured by any property or assets of either of the Transferred Entities ; with respect to clauses ( A ) through(E ) above, for which either of the Transferred Entities is responsible or liable from and after the Closing