definiens: means, with respect to any Person, all liabilities and obligations ( including the outstanding principal amount of, accrued and unpaid interest on, fees, expenses and all other payment obligations ( including any prepayment penalties or premiums payable as a result of the consummation of the transactions contemplated by this Agreement ) ), contingent or otherwise, in respect of, without duplication : ( a ) borrowed money or funded indebtedness or obligations issued in substitution or exchange for borrowed money o r funded indebtedness ; ( b ) indebtedness and obligations evidenced by any bond, note, debenture, or other debt security, guarantees, interest rate, currency or other hedging or swap arrangements ; ( c ) all liabilities associated with capital leases, synthetic leases and sale leasebacks ; ( d ) all guaranties, endorsements ( except endorsements on checks ) and other contingent obligations whether direct or indirect in respect of indebtedness or performance of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise ; ( e ) obligations to reimburse issuers of any letters of credit with respect to amounts drawn thereunder, ( f ) any incentive or change in control payments ( including any professional fees ) accelerated or r equired to be made by Seller in connection with the transactions contemplated hereby to the extent not included in Transaction Expenses ; ( g ) amounts accrued for annual and quarterly bonuses for the year ending December 31, 2017 and any accrued and unpaid p ayroll or severance liabilities ( including payroll taxes ), if not paid on or prior to the Closing Date to the extent not included in Transaction Expenses, ( h ) all obligations of the type referred to in clauses ( a ) though ( g ) of other persons secured by any Encumbrances on any property or asset of such Person ( whether or not such obligation is assumed by such person )