definiens: of any Person means, as of any time and without duplication, the following obligations ( whether or not then due and payable ): ( a ) all obligations ( including the principal amount thereof or, if applicable, the acc reted amount thereof and the amount of accrued and unpaid interest thereon ) for the repaym ent of money borrowed, whether owing to banks, financial institutions, on equipment leases or otherwise ; ( b ) all obligations ( including the principal amount thereof or, if applicable, the accreted amount thereof and the amount of accrued and unpaid interest thereon ) evidenced by n otes, bonds, debentures or similar instruments ( whether or not convertible ) ; ( c ) all o bligations to pay the deferred purchase price of assets, property or services ( including purchase price adjustments, 5 4826 - 7940 - 7793v12/ # # # -###- # # # # or similar payments, including the deferred purchas e price owed to Pfizer, and the maximum amount of any potential earn - out payments ), other t han current trade accounts payable incurred in the Ordinary Course of Business ; ( d ) all obligat ions to pay rent or other payment amounts under a lease which is required to be classified as a capital lease or a liability on the face of a balance sheet prepared in accordance with GAAP or c onditional sales Contract or similar title retention instrument ; ( e ) all negative balances in bank accounts and all overdrafts ; ( f ) all obligations under any interest rate swap agreement, forward rate agreement, interest rate cap or collar agreement, or other financial agreement or a rrangement entered into for the purpose of limiting or managing interest rate risks ; ( g ) all o bligations relative to the maximum amount of any letter of credit or letter of guaranty ( whether drawn or undrawn ), bankers ’ acceptance or similar instrument issued or created for the accoun t of such Person ; ( h ) all obligations secured by any Lien ( other than Permitted Liens ) ; ( i ) all g uaranties, sureties, assumptions and other contingent obligations in respect of, or to purchas e or to otherwise acquire, Indebtedness or indebtedness of others ; ( j ) all obligations in resp ect of prepayment premiums, penalties, breakage costs, costs, expens es and other payment obligations that would arise if all Indebtedness referred to in the foregoing clauses ( a ) through ( i ) was prepaid ( or, in the case of any interest rate swap agreemen t, forward rate agreement, interest rate cap or collar agreement, or other financial agreement or a rrangement entered into for the purpose of limiting or managing interest rate risks, unwound a nd settled ) in full at such time ; and ( k ) to the extent any item of Indebtedness referred to in the foregoing clauses ( a ) through ( i ) can not be repaid at such time ( e.g., as a result of an irrevocable advance notice requ irement ), all interest on and other accretion of such Indebtedness that oc curs between such time and the earliest time that repayment may occur ( e.g., if notice were delivered at such time )