definiens: means the sum, without duplication and with respect to theCompany and its Subsidiaries, of all ( i ) outstanding principal and accrued and unpaid interest asof the Closing owing by the Company or its Subsidiaries with respect to all indebtedness forborrowed money of the Company and its Subsidiaries, plus any premium, fee or penalty paid orpayable in connection with the prepayment, repurchase or defeasance of such indebtedness tothe extent that such premiums, fees or penalties are incurred and unpaid at or before the Closing, and relate to that portion, if any, of such indebtedness that is repaid at the Closing, ( ii ) obligationsevidenced by notes, bonds, debentures or other similar instruments, ( iii ) amounts owing asdeferred purchase price for property or services, ( iv ) obligations under any interest rate, currencyswap or other hedging agreement or arrangement, ( v ) capital lease obligations, ( vi ) amountsoutstanding and owed in respect of commitments or obligations by which the Company or anySubsidiary assures a creditor against Loss ( including contingent reimbursement obligations withrespect to letters of credit, bank guarantees or bankers ’ acceptances ), ( vii ) obligations orcommitments to repay deposits or other amounts advanced by and owing to third parties, or ( viii)amounts outstanding and owed in respect of guarantees or other contingent liabilities withrespect to any indebtedness, obligation, claim or liability of any other Person of a type describedin clauses ( i ) through ( vii ) above