definiens: means the aggregate amount ( including the current portion thereto ), without duplication, of : ( a ) all oftheindebtedness of the Company or any of its Subsidiaries, contingent or otherwise, for money borrowed from others, purchasemoney indebtedness ( other than accounts payable in the ordinary course of business to the extent expressly included in NetWorking Capital ) and reimbursement obligations of the Company or any of its Subsidiaries with respect to letters of credit(but for purposes of clarity, excluding any performance or surety bonds or letters of credit which have not been drawn orpresented and which are issued in the ordinary course of business ) ; ( b ) all of the indebtedness and obligations of the typedescribed in clause ( a ) above guaranteed in any manner by the Company or any of its Subsidiaries through an agreement, contingent or otherwise, to supply funds to, or in any other manner invest in, the debtor, or to purchase indebtedness, or topurchase and pay for property if not delivered or pay for services if not performed, primarily or exclusively, for the purpose ofenabling the debtor to make payment of the indebtedness or obligation or to insure the owners of the indebtedness orobligation against loss, but excluding the endorsements of checks and other instruments in the ordinary course ; ( c ) all of theindebtedness or obligations of the type described in clauses ( a ) and ( b ) above secured by any lien upon property owned by theCompany or any of its Subsidiaries, even though the Company or such Subsidiary has not in any manner become liable forthe payment of such indebtedness ; ( d ) all obligations of the Company or any of its Subsidiaries to pay rent or other amountsunder any lease of ( or other arrangement covering the right to use ) real or personal property, which obligations are required tobe classified and accounted for as capital leases on a consolidated balance sheet of the Company as of such date computed inaccordance with GAAP ; ( e ) the deferred purchase price of assets, property or services incurred outside the ordinary course ofbusiness by the Company or any of its Subsidiaries ; ( f ) all indebtedness of others guaranteed directly or indirectly in anymanner by the Company or any of its Subsidiaries ; ( g ) all obligations pursuant to which the Company or any of itsSubsidiaries is responsible for any earn out or contingent payment ( excluding ( i ) accounts payable in the ordinary course ofbusiness to the extent expressly included in Net Working Capital, ( ii ) Sale Bonuses and ( iii ) Company Expenses ) ; and ( h ) allaccrued but unpaid interest expense and all penalties, fees, charges and prepayment premiums that are payable, in each casewith respect to any of the indebtedness or obligations described in ( a ) through ( g ), above, including as a result of the entryinto this Agreement and the consummation of the transactions contemplated by this Agreement ( including any repayment ofIndebtedness at or prior to Closing )