definiens: means, without duplication, the aggregate amount of ( i ) any obligations of theCompany for borrowed money, or with respect to deposits or advances of any kind to the Company, and any prepaymentpremiums, penalties and any other fees and expenses required to satisfy such indebtedness, ( ii ) any obligations of theCompany evidenced by bonds, debentures, notes or similar instruments, ( iii ) any obligations of the Company upon whichinterest charges are customarily paid, ( iv ) Employee Obligations, ( v ) any obligations of the Company under conditional saleor other title retention agreements, ( vi ) any obligations of the Company issued or assumed as the deferred purchase price forany property, service, covenant, settlement, release, waiver or other right ( excluding obligations of the Company to creditorsfor goods and services incurred in the ordinary course of such Person ’s business ), ( vii ) any capitalized lease obligations of theCompany, ( viii ) any obligations of others secured by any Lien on Assets owned by the Company, whether or not theobligations secured thereby have been assumed, ( ix ) the amount, if any, by which the aggregate Liability of the Companyunder defined benefit pension plans or deferred compensation plans exceeds the aggregate value of plan Assets held by suchplans, ( x ) any obligations of the Company under interest rate or currency swap transactions ( valued at the termination valuethereof ), ( xi ) any drawn letters of credit issued for the account of the Company, ( xii ) any obligations of the Company topurchase securities or other property which arise out of or in connection with the sale of the same or substantially similarsecurities or other Assets, ( xiii ) any guaranties or arrangements having the economic effect of a guaranty by the Company ofany indebtedness of any other Person and ( xiv ) any accrued interest or penalties on any of the foregoing ; provided, however, that Company Indebtedness shall not include any Employee Transaction Related Expenses, Merger Expenses or the CompanyNotes