definiens: means, without duplication, the aggregate amount of ( i ) any liabilities orobligations of the Company for borrowed money, whether direct or indirect, current or non - current(including amounts outstanding under overdraft facilities ), or with respect to deposits or advances of anykind to the Company, and any prepayment premiums, penalties and any other fees and expenses paidto satisfy such indebtedness, ( ii ) any liabilities or obligations of the Company evidenced by bonds, debentures, notes or similar instruments, ( iii ) any liabilities or 55 obligations of the Company under conditional sale or other title retention agreements, ( iv ) any obligationsof the Company issued or assumed as the deferred purchase price of property or services ( excludingobligations of the Company to creditors for goods and services incurred in the ordinary course of suchPerson ’s business and paid in a manner consistent with past practice ), ( v ) any obligations of otherssecured by any Lien other than Permitted Liens on property or assets owned or acquired by theCompany, whether or not the obligations secured thereby have been assumed, ( vi ) any obligations ofthe Company under interest rate or currency swap transactions ( valued at the termination value thereof),(vii ) any amounts owed or reimbursable with respect to drawn letters of credit issued for the account ofthe Company, ( viii ) any guaranties, endorsements and other similar obligations or arrangements whetherdirect or indirect in respect of indebtedness for borrowed money by others, ( ix ) any liabilities orobligations under leases required to be accounted for as capital leases under U.S. GAAP ; ( ix ) all curedbut unpaid interest ( or interest equivalent ) to the date of determination, related to any items ofIndebtedness referred to in clauses ( i ) through ( viii ) ; ( x ) any accrued fees, expenses, premiums, interest, penalties and other amounts payable in connection with any of the foregoing, and ( xi ) anyaccounts payable or accrued expenses in excess of $ 7,000,000 in the aggregate ( excluding deferredrent and liability for early exercise of stock options )