definiens: of any Person means ( a ) any obligation of such Person for borrow ed money, ( b ) any obligation of such Person evidenced by a bond, debenture, note or other similar instrument, ( c ) any obligation of such Person to pay the deferred purchase price of property or services ( except ( i ) trade accounts payable that arise in the ordinary course of business, ( ii ) payroll liabilities and deferred compensation, and ( iii ) any purchase price adjustment, royalty, earnout, milestone payments, contingent payment or deferred payment of a similar nature incurred in connection with any licen se, lease, contract research and clinic trial arrangements or acquisition ), ( d ) any obligation of such Person as lessee under a capital lease ( under GAAP as in effect on the date hereof ), ( e ) any obligation of such Person to purchase securities or other pr operty that arises out of or in connection with the sale of the same or substantially similar securities or property, ( f ) any non -contingent obligation of such Person to -15- reimburse any other Person in respect of amounts paid under a letter of cre dit or other guaranty issued by such other Person, ( g ) any Indebtedness of others secured by a Lien on any asset of such Person, and ( h ) any Indebtedness of others guaranteed by such Person ; provided that notwithstanding the foregoing, Indebtedness shall b e deemed not to include ( 1 ) prepaid or deferred revenue arising in the ordinary course of business, ( 2 ) any balance that constitutes a trade payable or similar obligation to a trade creditor, accrued in the ordinary course of business, or ( 3 ) asset retirem ent obligations and obligations in respect of workers ’ compensation ( including pensions and retiree medical care ) that are not overdue by more than thirty ( 30 ) days ; provided, further, that intercompany loans among the Company and its Affiliates shall not constitute Indebtedness