definiens: means with respect to a Person, without duplication, ( a ) any obligations, including the principal value, accrued but unpaid interest, prepayment and redemption premiumsand penalties ( if any ) and any fees or other payment obligations, in respect of such Person tothird parties in respect of borrowed money ( specifically excluding Taxes payable, trade payablesand accrued expenses incurred in the ordinary course of business ), ( b ) any obligations of suchPerson evidenced by any note, bond, mortgage, debenture or other debt security, ( c ) anyobligations of such Person under outstanding performance bonds or letters of credit ( to the extentdrawn ), ( d ) any earnout, contingent or deferred portion of the purchase price for property orservices owed by such Person, ( e ) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement orother similar agreement designed to protect against fluctuations in interest rates, and ( f ) allindebtedness referred to in the foregoing clauses ( a ) through ( e ) which is directly or indirectlyguaranteed by such Person or that is secured by the assets or properties of such Person;provided, that for the avoidance of doubt, Indebtedness shall exclude current liabilities and anyTransaction Expenses ( in each case, solely to the extent included in the calculation of theEstimated Adjustment Amount and the Final Adjustment Amount ) and the ConvertiblePromissory Notes