definiens: means any contract, agreement or commitment to which Target is a party, other than with its lawyers or accountants ( a ) with receipts or expendituresreasonably expected to exceed $ 25,000 ; ( b ) required to be listed pursuant to Section 3.11 ; ( c ) requiring Target to indemnify anyPerson ; ( d ) granting any exclusive rights to any party ; ( e ) evidencing indebtedness for borrowed or loaned money of $ 10,000 ormore, including guarantees of such indebtedness ; or ( f ) that could reasonably be expected to have a Material Adverse Effect onTarget if breached by Target in such a manner as would ( I ) permit any other party to cancel or terminate the same ( with or withoutnotice or passage of time ) ; ( II ) provide a reasonable basis for any other party to claim monetary damages ( either individually or inthe aggregate with all other such claims under that contract ) from Target in excess of $ 25,000 ; or ( III ) give rise to a right ofacceleration of any material obligation or loss of any material benefit under such Material Contract