definiens: means, with respect to the Company, as of immediately prior to the Effective Time ( and before taking into account theconsummation of the Transactions ), without duplication ( a ) the unpaid principal amount of, and accrued interest on or penalties withrespect to, all indebtedness of such Person, whether or not contingent, for borrowed money, ( b ) all obligations of such Person evidencedby notes, bonds, debentures or other similar instruments or debt securities and warrants or other rights to acquire any such instrumentsor securities, ( c ) all unreimbursed obligations in respect of letters of credit and bankers ’ acceptances issued for the account of suchPerson that have been drawn, ( d ) all guaranties of such Person in connection with clauses ( a ), ( b ) or ( c ) above, ( e ) all capital leaseobligations of such Person ( as determined in accordance with the Company ’s historical accounting principles ) and ( f ) all prepayment orrepayment premiums, penalties, interest rate breakage fees or similar payments or fees required to be paid in connection with theprepayment or repayment of any obligation otherwise deemed to be as contemplated by this Agreement, in each caseexcluding all intercompany indebtedness among the Company and/or any of its Subsidiaries . Notwithstanding the foregoing, theCompany Convertible Loan shall not be deemed Indebtedness of the Company