definiens: means, with respect to any Pe rson and as of any time, without duplication, the following obligations of such Person as of such tim e ( including in respect of principal, accrued and u npaid interest, premiums ( including make - whole premiums ), prepayment penalties, breakage costs and other fee s, expenses and charges that would arise as a result o f the discharge of such amount owed and directly at tributable to the consummation of the Closing ), calculated, in the case of Seller Parent, in a manner consistent with the Accounting Principles and the Sample Closing Statem ent, and in the case of Purchaser, in a manner cons istent with the Purchaser Accounting Principles and the Pu rchaser Sample Closing Statement : ( a ) the outstandi ng principal amount of any indebtedness for borrowed m oney ; ( b ) all capitalized lease obligations that ar e classified by such Person as a balance sheet liability in acco rdance with the Accounting Principles or Purchaser Accounting Principles, as applicable ; ( c ) all direc t reimbursement obligations in respect of letters o f credit, solely to the extent such letters of credit have actually been drawn ; ( d ) all obligations evidenced by bonds, notes, debentures or debt securities ; ( e ) any net payment obligations under any interest rate or currency he d ging Contract to the extent classified by such Person as a balance sheet liability in accordance with the A ccounting Principles or Purchaser Accounting Principles, as a pplicable, calculated as of such time as the net am ount of payment that would be required to be paid by such P erson to the counterparty bank(s ) upon the unwind o r early termination of such Contract at such time ; ( f ) any amounts owing as deferred purchase price of, or a c ontingent payment for, any business, assets, property, goods or services ( other than ordinary course trade payab les and those listed on Section 1.1(C ) of the Seller Disclo sure Letter ) ; ( g ) all guarantees and keepwell arran gements issued by such Person to a creditor against a loss with respect to the obligations described in clause s ( a ) through ( f ) of another Person ; and ( h ) in the case of the C onveyed Subsidiaries and their Subsidiaries, Seller Accrued Income Taxes and, in the case of Purchaser and its Subsidiaries ( other than the Conveyed Subsidiaries and their Subsidiaries ), Purchaser Accrued Income Taxes ; prov ided that Funded Indebtedness shall not include ( i ) any intercompany payables, or other intercompany Liabil ities, solely between or among ( A ) any Conveyed Subsidiaries ( or any of their Subsidiaries ) and any of their Subsidiaries or ( B ) Purchaser ( or any of its Subsidiaries ) and any of its Subsidiaries, ( ii ) any intercompany accounts or other Liabilities to be r epaid or extinguished pursuant to this Agreement in connecti on with the Closing, including pursuant to Section 6.7, ( iii ) any Liabilities in respect of Taxes ( other than Pur chaser Accrued Income Taxes or Seller Accrued Incom e Taxes ), including any reserves for contingent Taxes, or ( iv ) any amounts included in the calculation o f the Business Working Capital or Purchaser Working Capit al