definiens: means with respect to a Company Party at any date, without duplication, the aggregate amount of : ( i)all obligations of the Company Parties for borrowed money ; ( ii ) all obligations of the Company Parties evidenced bybonds, debentures, notes or other debt instruments ; ( iii ) all obligations in respect of letters of credit, to the extentdrawn ( excluding, for the avoidance of doubt, any obligations under letters of credit to the extent they remain open orundrawn ), performance bonds, bankers ’ acceptances or similar obligations issued for the account of any CompanyParty ; ( iv ) all obligations under leases required in accordance with GAAP to be recorded as capital leases ; ( v ) off - balance sheet financing including synthetic leases, project financing and financing arrangements with InteramericanQuality Foods, Inc. and Produce Pay ; ( vi ) all liabilities or obligations for net obligations under any interest rate, currency, commodity and financial markets swap, forward contract or other hedging arrangement ; ( vii ) obligations forthe deferred or unpaid purchase price of equity, property or other assets or services including all seller notes, holdbacks of purchase price and earn out and similar payment obligations, whether contingent or otherwise ; ( viii)purchase price indebtedness created or arising under any conditional sale or other title retention agreement withrespect to property acquired ( even though the rights and remedies of the sellers or lender under such agreement inthe event of default are limited to repossession or sale of such property ) ; ( ix ) indebtedness secured by a purchasemoney mortgage or security interest or similar encumbrance ; ( x ) the deferred costs or fees associated with thesettlement of any litigation or Action involving a Company Party including unpaid consultant fees to GSLLP ; ( xi)obligations under all accounts payable that are more than one hundred twenty ( 120 ) days past due ; ( xii ) any fees, penalties, premiums or accrued or unpaid interest or other expenses, including prepayment penalties, make - wholepayments and consent or breakage fees, with respect to the items in each of the foregoing clauses ( i ) through ( xi);and ( xiii ) all liabilities or obligations under all guarantees with respect to indebtedness of another Person ( excluding aCompany Party ) of a type described in clauses ( i ) through ( xii ), above, whether as obligor, guarantor or otherwise