definiens: means, with respect to CGI ( includ ing the BioPharma Business ), all Liabilities ( including all Liabilities in respect of principal, accrued interest, penalties, fees, breakage costs, premiums, expenses or similar charges, including any of the f oregoing arising from the discharge of any obligati on or payable as a result of the transactions contemplated hereun der or otherwise ): ( a ) all indebtedness of CGI, whe ther or not contingent, for borrowed money, ( b ) all obligations of CGI evidenced by notes, bonds, debentures or ot her similar instruments or debt securities and warrants or othe r rights to acquire any such instruments or securit ies, ( c ) all obligations of CGI issued or assumed as the deferre d purchase price of property ( other than trade paya bles or accruals incurred in the Ordinary Course ) ; ( d ) all obligations of CGI for the reimbursement of any obl igor on any letter of credit, banker ’s acceptance or similar cr edit transaction ; ( e ) all obligations of CGI under capital leases and ( f ) all Indebtedness of others referred to in claus es ( a ) through ( e ) hereof guaranteed, directly or i ndirectly, in any manner by CGI, or in effect guaranteed directly or indirectly by CGI through an agreement ( i ) to pay o r purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, ( ii ) to purchase, sell or lease ( as lessee or lessor ) property, or to purchase or sell services, primarily for the purpo se of enabling the debtor to make payment of such Indebtedness or to a ssure the holder of such Indebtedness against loss, ( iii ) to supply funds to or in any other manner invest in th e debtor ( including any agreement to pay for proper ty or services irrespective of whether such property is received o r such services are rendered ), ( iv ) to grant an Enc umbrance on property owned or acquired by CGI, whether or not t he obligation secured thereby has been assumed, or ( v ) otherwise to assure a creditor against loss