definiens: means, of any Person, without duplication, ( i ) indebtedness for borrowed money or indebtedness issued orincurred in substitution or exchange for indebtedness for borrowed money, ( ii ) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, ( iii ) obligations under any interest rate, currency or othercurrency hedging agreement, ( iv ) obligations under any performance bond or letter of credit, but only to the extent drawn orcalled prior to the Closing Date, ( v ) all capitalized lease obligations as determined under GAAP, ( vi ) guarantees with respectto any indebtedness of any other Person of a type described in clauses ( i ) through ( v ) above, ( vii ) for clauses ( i ) through(vi ) above, all accrued interest thereon, if any, and any termination fees, prepayment penalties, cost or similarpayments associated with the repayments of such Indebtedness on the Closing Date . For the avoidance of doubt, Indebtednessshall not include ( A ) any obligations under any performance bond or letter of credit to the extent undrawn or uncalled,(B ) any intercompany Indebtedness between the Company and any Company Subsidiary, ( C ) any Indebtedness incurred by theParent and its Affiliates ( and subsequently assumed by the Company or any Company Subsidiary ) on the Closing Date,(D ) any endorsement of negotiable instruments for collection in the ordinary course of business, ( E ) any deferred revenue,(F ) any liability or obligation with respect to deferred Taxes and ( G ) any earnout arrangements