definiens: means all obligations and indebtedness of the Company ( a ) forborrowed money or in respect of loans or advances ( other than trade debt and other similarLiabilities incurred in the ordinary course of business consistent with past practice ), ( b)evidenced by a note, bond, debenture or similar instrument, ( c ) created or arising under anycapital lease, conditional sale, earn out or other arrangement for the deferral of purchase price ofany property, ( d ) under letters of credit, banker ’s acceptances or similar credit transactions(without duplication of other indebtedness supported or guaranteed thereby ), ( e ) under interestrate swaps, forward Contracts, futures or other hedging arrangements, including any breakagecosts associated therewith, ( f ) to purchase, redeem, retire, defease or otherwise acquire for valueany Equity Securities, ( g ) for any other Person ’s obligation or indebtedness of the same type asany of the foregoing, including as secured by Liens on any assets of the Company, whether asobligor, guarantor ( direct or indirect ) or otherwise, including under the Parent Credit Agreementand the Note Purchase Agreement ( the Indebtedness referenced in this clause ( g ), ), ( h ) any accounts payable or loans of any kind or nature between the Company(as obligor ) on the one hand, and Seller or any of its Affiliates ( other than the Company ) on theother hand, ( i ) with respect to any accrued but unused vacation or other paid time off fromcalendar years ended prior to the Closing Date to which any Employee is entitled as of theClosing Date that can not be used by Employees under Seller ’s policies with respect to vacationand other paid time off during the calendar year in which the Closing Date occurs ( including theamount of the employer portion of any payroll, employment or similar Taxes payable inconnection with paying out such vacation or other paid time off ), ( j ) for interest, penalties or otheramounts owing on any of the foregoing and/or ( k ) for any premiums, prepayment or terminationfees, penalties, expenses or breakage costs due upon prepayment of any of the foregoing