definiens: means, as of any time with respect to any Person, without duplication, theoutstanding principal amount of, and accrued and unpaid interest on, any obligations of the Company consisting of : ( a)indebtedness for borrowed money, indebtedness issued or incurred in substitution or exchange for indebtedness forborrowed money or for the deferred or contingent purchase price of property, or services ( but excluding any tradepayables and accrued expenses arising in the ordinary course of business ), ( b ) indebtedness evidenced by any note, bond, debenture or other debt security, in each case, as of such date, ( c ) commitments or obligations by which theCompany assures a creditor against loss including reimbursement obligations with respect to letters of credit, ( d)obligations as lessee or lessees under leases that have been recorded as capital leases ( but excluding, for theavoidance of doubt, any obligations under operating leases ) in accordance with the Agreed Accounting Principles, and(e ) any accrued interest, taxes, fees, expenses, premiums or penalties in respect of the foregoing that becomepayable as a result of the consummation of the transactions contemplated by this Agreement, assuming the fullrepayment of such Indebtedness