definiens: means, as of any particular time, without duplication, ( a ) all obligations ( including allobligations in respect of principal, accrued interest, penalties, accrued fees, accrued expenses, breakage costs, premiums and other monetary obligations ) of the Company and its Subsidiaries ( i ) for borrowed money or with respectto deposits or advances of any kind ( other than trade payables or accruals incurred in the ordinary course ofbusiness ), ( ii ) in respect of capitalized leases, ( iii ) evidenced by notes, bonds, debentures or similar instruments, contracts or agreements, ( iv ) for the deferred purchase price of property, goods or services ( but excluding tradepayables, accrued expenses and accruals incurred in the ordinary course of business ), ( v ) in respect of letters ofcredit and bankers ’ acceptances, in each case, to the extent drawn or funded, ( vi ) all obligations under contracts oragreements relating to interest rate protection, swap transactions and collar transactions, including break fees or otherbreakage costs for the termination thereof, ( vii ) liabilities or other obligations for any deferred payment of purchaseprice ( including any earn - out obligations ) for goods, services or any acquisition or purchase price adjustments ( butexcluding trade payables, accrued expenses and accruals incurred in the ordinary course of business ), ( viii ) allamounts owed pursuant to Laws relating to unclaimed property, escheatment and similar Laws, ( ix ) the AdditionalRetained Amount and ( x ) the Adjustment Amount and ( b ) all indebtedness in the nature of guarantees of theobligations of other Persons described in clauses ( a)(i ) through ( a)(x ) . For purposes of Article I of thisAgreement, Indebtedness shall mean Indebtedness, as defined above, outstanding as of the close of business on theClosing Date ( including, any fees, penalties, premiums and other costs in connection with the payment of suchIndebtedness on the Closing Date ) and excluding ( x ) any inter - company indebtedness among the Company and any ofits Subsidiaries, ( y ) the ERA Amount and ( z ) the Retained Amount