definiens: shall mean, with respect to the Sellers, the representations and warranties of the Sellersset forth on Annex B hereto at Section 1.1 ( Organization ; Standing and Power ; Charter Documents ; Subsidiaries ), Section 1.2(Capital Structure ) and Section 1.3 ( Authority ), and shall mean, with respect to Parent and Buyer, the representations andwarranties of the Parent and the Buyer set forth on Annex C hereto at Section 1.1 ( Organization ; Standing and Power ; CharterDocuments ) and Section 1.2 ( Authority ) . shall mean ( i ) all indebtedness of the Company for borrowed money or indebtedness issued or incurredin substitution or exchange for borrowed money, ( ii ) amounts owing by the Company as deferred purchase price for propertyor services ( excluding obligations to creditors for goods and services incurred in the ordinary course of business and reflectedas current liabilities on the Company Balance Sheet ), ( iii ) indebtedness evidenced by any note, bond, debenture, mortgage orother debt instrument or debt security for the payment of which the Company is responsible or liable, ( iv ) commitments orobligations by which the Company assures a creditor against Loss ( including contingent reimbursement obligations withrespect to letters of credit ), ( v ) indebtedness secured by a Lien on any assets and properties of the Company, ( vi ) obligations torepay deposits or other amounts advanced by and owing by the Company to third parties, ( vii ) obligations of the Companyunder any interest rate, currency or other hedging agreement, ( viii ) obligations of the Company under capital leases in respectof which the Company is liable as obligor or guarantor, or ( ix ) guarantees under which the Company is liable with respect toany indebtedness, obligations, claim or liability of any other Person of a type described in clauses ( i ) through ( viii ) above, and(x ) any accrued interest, prepayment penalties, premiums, fees and expenses due and payable in respect of any of theforegoing