definiens: means, without duplication, all indebtedness of a Person for borrowedmoney, whether secured or unsecured, including ( a ) all indebtedness of the Company for moneyborrowed from a lender ; ( b ) indebtedness of such a Person for the deferred purchase price of anasset or services represented by a note, earnout or contingent purchase payment ; ( c ) allindebtedness of such Person created or arising under any conditional sale or other title retentionagreement with respect to an asset acquired by such Person ; ( d ) all indebtedness of such Personsecured by a mortgage or other Encumbrance to secure all or part of the purchase price of theproperty subject to such Encumbrance or mortgage ; ( e ) that portion of obligations with respect tocapital leases that is properly classified as a liability on a balance sheet in conformity with GAAP;(f ) any liability of such Person in respect of banker ’s acceptances or letters of credit ; ( g ) notespayable and agreements representing extensions of credit whether or not representingobligations for borrowed money ; ( h ) guarantees securing indebtedness for borrowed money ; ( i)all deferred compensation obligations, including ( 1 ) all payment obligations under any non - qualified deferred compensation plan of the Company and ( ii ) any underfunded pension or post - retirement liabilities of the Company ; ( j ) any obligations under any interest rate swap agreements;and ( k ) all interest, any premiums payable or any other costs, fees or charges ( including anyprepayment penalties ) on any instruments or obligations described in clauses ( a ) through ( j)hereof, all as the same may be payable upon the complete and final payoff thereof, regardless ofwhether such payoff occurs prior to, simultaneous with or following the Closing