definiens: means, without duplication, all obligations as at immediately prior to the Closing Time inrespect of : 1.1.49.1 borrowed money at the full amount payable, including with respect to deposits or advancesof any kind ; 1.1.49.2 indebtedness evidenced by notes, debentures or similar instruments ; 1.1.49.3 leases required to be capitalized in accordance with GAAP ; 1.1.49.4 the deferred purchase price of assets, services or securities ; 1.1.49.5 interest rate swap, forward contract, foreign currency hedge or other hedging or similararrangement ; 1.1.49.6 all letters of credit or similar facilities ( to the extent drawn ) ; 1.1.49.7 seller expenses and change of control payments, both including all fees, expenses andother payments of the Corporation incurred, triggered by or otherwise payable in connectionwith the transactions contemplated by this Agreement and the consummation of thetransactions contemplated hereby that are unpaid as of Closing, whether accrued or not ; 1.1.49.8 any obligation in the foregoing Sections 1.1.49.1 to 1.1.49.7 guaranteed directly or indirectly ; 1.1.49.9 royalty payments ; 1.1.49.10 stock options ; 1.1.49.11 promissory notes ; 1.1.49.12 employee liabilities ( contractual or discretionary ) including taxes thereon ; 1.1.49.13 all current liabilities in accordance with GAAP to the extent not captured as part of a workingcapital adjustment, if any ; 1.1.49.14 management services payable ; 1.1.49.15 vendor termination payments ; 1.1.49.16 withholding tax on convertible debt ; 5 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT ISBOTH ( I ) NOT MATERIAL AND ( II ) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLYDISCLOSED . SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH