Funded Debt means, without duplication, when determined, the following: # all obligations of the Loan Parties for borrowed money (whether as a direct obligor on a promissory note, a reimbursement obligor on a letter of credit, a guarantor, surety or other secondary obligor or otherwise), excluding the accounting impact of any discount to the GAAP book value of the Debt instrument resulting from the allocation of proceeds from such borrowed money between the Debt instrument and concurrently issued equity interests granted by such Person, plus (but without duplication) # all purchase money Debt (including, for the avoidance of doubt, all Deferred Acquisition Obligations) and Capital Lease obligations of the Loan Parties; provided, however, that “Funded Debt” shall not include the Sponsor Subordinated Debt.

"Funded Debt means,Debt" shall mean, with respect to any Person, without duplication, when determined, the following: # all obligations of the Loan Partiessuch Person for borrowed money (whether as a direct obligor on a promissory note, a reimbursement obligor on a lettermoney, # all obligations of credit, a guarantor, suretysuch Person evidenced by bonds, debentures, notes or other secondary obligorsimilar instruments, or otherwise), excluding the accounting impact of any discount to the GAAP book value of the Debt instrument resulting from the allocation of proceeds from such borrowed money between the Debt instrument and concurrently issued equity interests granted by such Person, plus (but without duplication)upon which interest payments are customarily made, # all purchase money Indebtedness (including Indebtedness in respect of conditional sale or title retention arrangements and obligations in respect of the deferred purchase price of property or services) of such Person, including the principal portion of all obligations of such Person under capital leases, # all contingent debt of such Person with respect to Funded Debt (including,of another Person, # all Funded Debt of another Person secured by a Lien on any property of such Person, whether or not such Funded Debt has been assumed, and # the Funded Debt of any partnership or joint venture in which such Person is a general partner or joint venturer, but only to the extent to which there is recourse to such Person for the avoidancepayment of doubt, all Deferred Acquisition Obligations) and Capital Lease obligations of the Loan Parties; provided, however, that “Funded Debt” shall not include the Sponsor Subordinatedsuch Funded Debt.

Funded Debt means, as to any Person at a particular time, without duplication, when determined,all of the following: # all obligations for borrowed money, whether current or long-term (including the Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments but specifically excluding trade payables incurred in the ordinary course of business; # all obligations in respect of the Loan Partiesdeferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for borrowed money (whether as a direct obligor on a promissory note, a reimbursement obligor on a lettermore than sixty (60) days after the due date for such trade account payable); # all obligations under letters of credit, a guarantor, suretycredit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties); # the implied principal component of capital leases, synthetic leases and securitization transactions; # all preferred stock and comparable equity interests providing for mandatory redemption, sinking fund or other secondary obligor or otherwise), excluding the accounting impactlike payments; # all Guarantees in respect of Funded Debt of another Person; and # Funded Debt of any discountpartnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the GAAP book value of the Debt instrument resulting from the allocation of proceeds fromextent there is recourse to such borrowed money between the Debt instrument and concurrently issued equity interests granted by such Person, plus (but without duplication) # all purchase money Debt (including,Person for the avoidance of doubt, all Deferred Acquisition Obligations) and Capital Lease obligations of the Loan Parties; provided, however, that “Funded Debt” shall not include the Sponsor Subordinated Debt.

“Funded DebtDebt” means, with respect to any Person on any day, without duplication, when determined, the following:following Debt: # all indebtedness or guarantees of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or which is evidenced by a note, bond, debenture or similar instrument or which accrue interest or are a type upon which interest charges are customarily paid, # all obligations of such Person under capital leases, # liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the Loan Parties for borrowed money (whetherpayment thereof (provided that the amount of such liabilities included as a direct obligor on a promissory note, a reimbursement obligor on a letterFunded Debt shall be the lesser of credit, a guarantor, surety or other secondary obligor or otherwise), excluding the accounting impactamount of any discount tosuch liabilities and the GAAP bookfair market value of the Debt instrument resulting fromproperty of such Person securing such liabilities), # the allocationnet amount of proceeds from such borrowed money between the Debt instrument and concurrently issued equity interests granted by such Person, plus (but without duplication)all indebtedness, obligations or liabilities of that Person in respect of Hedge Agreements, # all purchase money Debt (including, for the avoidanceobligations, contingent or otherwise, of doubt,such Person as an account party in respect of undrawn letters of credit and undrawn letters of guaranty, # all Deferred Acquisition Obligations)obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and Capital Lease obligations# guaranties of any of the Loan Parties; provided, however, that “Funded Debt” shall not include the Sponsor Subordinated Debt.foregoing.