definiens: means as of any date on or before the Closing Date, without duplication, the outstandingprincipal amount of, accrued and unpaid interest on and other payment obligations ( including any unpaid premiums, penalties, redemption costs and other charges payable as a result of the consummation of the transactionscontemplated by this Agreement ) arising under any and all obligations of the Company consisting solely of the following, but only to the extent unpaid and owing as of the Closing Date : ( i ) all liabilities for borrowed money ( other than deposits, advances or excess payments accepted in connection with the sale of products or services in the ordinary course ofbusiness ), ( ii ) all liabilities evidenced by bonds, debentures, or notes or similar instruments, ( iii ) obligations under anyinterest rate, currency, swap or other hedging agreements, in each case, as of such date, excluding any undrawn lettersof credit ; ( iv ) obligations of the Company for the reimbursement of any obligor on any letter of credit, banker'sacceptance or similar credit transaction that has been drawn upon as of such date ; ( v ) any indebtedness guaranteed bythe Company ; ( vi ) all Seller Expenses ; ( vii ) all Liens on the Trust Shares ; and ( viii ) all Liens on the assets of theCompany and its Subsidiaries other than Permitted Liens