definiens: means ( i ) indebtedness for borrowed money andcapital lease obligations which constitute Liabilities of the Company or theSubsidiaries, ( ii ) any amounts owed to ( A ) the Seller, ( B ) any of the Seller'sAffiliates ( other than the Company and the Subsidiaries ), ( C ) any Related Party, or ( D ) any employee of any of the entities referred to in clauses or ; provided, however, that for purposes of clause, Indebtednessshall not include ( 1 ) amounts owed by the Company or any Subsidiary to anyemployee of the Company or the Subsidiaries that constitutes compensation in theordinary course of business consistent with past practice that is not yetpayable, and ( 2 ) the Stay Incentive Amount, ( iii ) any Liability of the Companyor any Subsidiary arising out of the agreements described in Sections 5.1(j),(k ) or ( l ) and ( iv ) any Excluded Taxes other than Election Taxes