definiens: means, as of any date, without duplication, the sum of the outstanding principalamount of, accrued and unpaid interest on and other payment obligations ( including any prepayment penalties, premiums, breakage costs, fees and other costs and expenses associated with repayment ) arising under anyobligations of the Company consisting of ( i ) indebtedness for borrowed money owed to any third party or indebtednessissued in substitution or exchange for borrowed money or for the deferred purchase price of property or services ( otherthan trade payables and accrued expenses arising in the ordinary course of business substantially consistent withpast practices ), ( ii ) indebtedness evidenced by any note, bond, debenture or other debt security, ( iii ) any obligations ofthe Company as lessee under the leases that have been recorded as capital leases in accordance with GAAP, ( iv)obligations under acceptance credit, letters of credit, performance bonds, surety bonds or similar facilities, in eachcase, to the extent drawn, ( v ) obligations under direct financing leases and purchase money or vendor financing ( ineach case, other than with respect to trade payables, accrued expenses, current accounts and similar obligations tothe extent included within Net Working Capital ), ( vi ) the full amount of any direct or indirect obligations in respect ofany earnout, assets or services, with respect to which the Company is liable, contingent or otherwise, as obligor orotherwise, ( vii ) Indebtedness secured by any Lien, ( viii ) deferred rent, ( ix ) Indebtedness guaranteed by the Company,(x ) any drawn obligations under surety or performance bonds and similar instruments, banker ’s acceptance or anybank overdrafts and similar charges, ( xi ) accrued and unpaid dividends, distributions, management fees, or othersimilar payments to direct or indirect equityholders, ( xii ) items set forth on Schedule 1.1 or ( xiii ) intercompanyliabilities ( to the extent not eliminated or settled prior to the Closing Date ) . Notwithstanding the foregoing, shall not include ( a ) any obligations under operating leases, ( b ) any undrawn letter of credit and ( c ) anyamounts taken into account in calculating Net Working Capital or Seller Expenses