definiens: means all obligations, contingent or otherwise, of the Company, including accrued andunpaid interest, and any prepayment fees, breakage costs, premiums, expenses or penalties in respect of ( i ) borrowedmoney, other than intercompany loans ; ( ii ) bonds, debentures, notes ( including, for the avoidance of doubt, anyconvertible notes ) or similar instruments ; ( iii ) capitalized leases on the Financial Statements or required to becapitalized in accordance with GAAP ; ( iv ) all Indebtedness of others secured by a Lien on Property of the Company, whether or not the Indebtedness secured thereby has been assumed ; ( v ) interest rate, currency or commodityderivatives or hedging transactions or similar arrangements ( valued at the termination thereof ) ; ( vi ) all letters of creditor performance bonds not collateralized by cash issued for the account of the Company, only to the extent drawnupon ; ( vii ) all guarantees of the Company of any Indebtedness of any Person other than a wholly owned Subsidiary ofthe Company ; ( viii ) deferred purchase price with respect to the acquisition of any business, asset, or securities, whether contingent or otherwise, including all Tax - related payments and amounts owed under any earn - out or similarperformance payment, at the maximum value, whether contingent or not, or any seller notes or post - closing true - upobligations ( provided, however, that any amounts payable or that may be payable to [ … ] pursuant to that certain [ … ] by and between the Company and [ … ], dated [ … ] shall not be considered Indebtedness ] ) ; ( ix ) Company Tax Liability, if any, and ( x ) any payables to any Equityholders or any Persons listed on Schedule G that are outside of theOrdinary Course of Business ( and, for the avoidance of doubt, ( A ) amounts payable to any of them in their capacityas a director, officer, employee or consultant of the Company and ( B ) amounts payable to [ … ] for goods and servicesit provides to the Company shall not be considered Indebtedness )