definiens: means, without duplication : ( i ) all obligations ( including the principal amount thereof or, if applicable, the accreted amount ther eof and the amount of accrued and unpaid interest thereon ) of Seller, whether or not represented by b onds, debentures, notes or other securities ( whethe r or not convertible into any other security ), for the r epayment of money borrowed, whether owing to banks, financial institutions, on equipment leases or othe rwise, ( ii ) all deferred indebtedness of Seller for the payment of the purchase price of property or assets purchased ( other than accounts payable incurred in the ordinary course of business ), ( iii ) all obligat ions of Seller to pay rent or other payment amounts under a lease which is required to be classified as a cap ital lease or a liability on the face of a balance sheet prepared in accordance with GAAP, ( iv ) all outstand ing reimbursement obligations of Seller with respec t to letters of credit, bankers ' acceptances or simil ar facilities issued for the account of Seller, ( v ) all obligations of Seller under any interest rate swap agreement, forward rate agreement, interest rate ca p or collar agreement or other financial agreement or ar rangement entered into for the purpose of limiting or managing interest rate risks, ( vi ) all obligations secured by any Encumbrance ( other than Permitted Encumbrances ) existing on property owned by Seller, whether or not indebtedness secured thereby will have been assumed, ( vii ) all premiums, penalties, f ees, expenses, breakage costs and change of control payments required to be paid or offered in respect of any of the foregoing on prepayment ( regardless i f any of such are actually paid ), as a result of the completion of the Transactions, ( viii ) all Liabilit ies, including fees and expenses, incurred by or on beha lf of Seller in connection with this Agreement and the Transactions, including Transfer Taxes, ( ix ) all Ex cluded Liabilities not expressly captured in other clauses of this definition, including Liabilities i ncurred by or on behalf of Seller in the ordinary c ourse of business not described in clause ( viii ) that are no t Assumed Liabilities, including accounts payable a nd other current Liabilities, ( x ) all guaranties, endo rsements, assumptions and other contingent obligati ons of Seller in respect of, or to purchase or to other wise acquire, any of the obligations and other matt ers of the kind described in any of the clauses ( i ) throug h ( viii ) appertaining to third parties, and ( xi ) su ch amount as is reasonably determined by Seller to be require d under the Plan of Liquidation to be reserved to s atisfy any of the obligations and other matters of the kin d described in any of the preceding clauses