definiens: means, as of any time of determinati on, without duplication, the aggregate consolidated indebtedness of the Group Companies, i ncluding, without duplication, ( i ) any obligations under any indebtedness for borrowed money, ( ii ) any obligatio ns evidenced by any note, bond, debenture or other debt security, ( iii ) any payment obligations in respect of banker ’s acceptances or letters of credit or any other commitment by which a Person assures a financial in stitution against loss, ( iv ) any off - balance sheet financing, including synthetic leases and project financing, ( v ) all obligations under leases that have been or s hould be, in accordance with GAAP, recorded as capital leases, ( vi ) any obligations with respect to interest rate s waps, collars, caps and similar hedging obligations ( incl uding any applicable breakage costs ), ( vii ) in resp ect of obligations and all other obligations for the deferred and unpaid purchase price of property or s ervices, ( viii ) any obligation to return or repay ( whether b efore, at or after Closing ) loans, subsidies, grant s, incentives or other similar payments received by the Group Compan ies, ( ix ) any obligations with respect to unfunded pension or deferred compensation ( x ) any obligations referr ed to in the foregoing clauses ( i ) through ( ix ) of any Person which are either guaranteed or secured by any Encum brance upon any of the Group Companies or any of th eir respective assets or properties and ( x ) accrued and unpaid or declared and unpaid interest of any such foregoing obligation and all premiums, penalties, charges, fe es, expenses and other amounts that are or would be due ( including with respect to early termination ) in co nnection with the payment and satisfaction in full of such obligations . Notwithstanding the foregoing, does not include any intercompany obligatio ns exclusively between or among the Group Companies