definiens: means the sum of the following, whether or not contingent or due and payable : ( i ) indebtedness of theCompany or any of its Subsidiaries for borrowed money, including convertible debt ; ( ii ) obligations of the Company orany of its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments ; ( iii ) obligations of theCompany in respect of letters of credit or other similar instruments ( or reimbursement agreements in respect thereof)or banker ’s acceptances ; ( iv ) obligations of the Company or any of its Subsidiaries to pay the deferred and unpaidpurchase price of property or services, which purchase price is due more than three ( 3 ) months after the date ofplacing such property in service or taking delivery thereof and title thereto or the completion of such services ; ( v)capitalized lease obligations of the Company or any of its Subsidiaries ; ( vi ) indebtedness of third parties which iseither guaranteed by the Company or any of its Subsidiaries or secured by an Encumbrance on the assets of theCompany or any of its Subsidiaries ; ( vii ) any overdue accounts payable of the Company or any of its Subsidiaries;(viii ) any acceleration, termination fees, pre - payment fees, balloons or similar payments on any of the foregoing ; and(ix ) all accrued interest on any of the foregoing . Notwithstanding the foregoing, shall not include ( x)Transaction Expenses ; or ( y ) accounts payable not yet due, trade payables and similar liabilities or accruals that donot represent indebtedness for borrowed money and are incurred in the ordinary course of business consistent withpast practice