definiens: shall mean theoutstanding principal amount of, accrued and unpaid interest on, and otherpayment obligations arising under, any obligations of any [COMPANY] or itsSubsidiaries, consisting of, without duplication : ( i ) indebtedness forborrowed money or indebtedness issued or incurred in substitution orexchange for indebtedness for borrowed money ( excluding any tradepayables, accounts payable, and any other current liabilities),(ii ) indebtedness evidenced by any note, bond, debenture or other debtsecurity, in each case, as of such date, and any letters of credit or similarobligations, only to the extent drawn or otherwise not contingent, ( iii ) allearn - out payments, instalment payments or other similar payments ofdeferred or contingent purchase price, ( iv ) all indebtedness created or arisingunder any conditional sale or other title retention agreement with respect toproperty acquired by [COMPANY] or its Subsidiaries, ( v ) all obligations as lessee orlessees under capital leases, ( vi ) all indebtedness secured by anyencumbrance on any property or asset owned or held by [COMPANY] or itsSubsidiaries, ( vii ) commitments or obligations by which [COMPANY] or itsSubsidiaries assures a creditor against loss including reimbursementobligations with respect to letters of credit or bank guarantees, in each caseonly to the extent drawn or otherwise not contingent and ( viii ) allobligations of others in respect of or referred to in the foregoing clauses(i ) through ( vi ) guaranteed directly or indirectly in any manner by [COMPANY] or itsSubsidiaries