definiens: means, without duplication and with respect to the Company, all ( a ) indebtedness for borrowed money orindebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money ; ( b ) obligations for the deferred purchaseprice of property or services, ( c ) long or short - term obligations evidenced by notes, bonds, debentures or other similar instruments,(d ) obligations under any interest rate, currency swap or other hedging agreement or arrangement ; ( e ) capital lease obligations ; ( f ) obligationsunder any performance bonds, letter of credit, banker ’s acceptance or similar credit transactions ( to the extent drawn ) ; ( g ) obligations whichare secured by any Encumbrance on any asset of the Company or on the Membership Interests ; ( h ) to the extent not included in CurrentLiabilities or Transaction Expenses : wages, commissions, unpaid but earned time off, bonuses ( including the pro - rata portion of annual bonusplans ) or severance, in each case which remain unpaid as of Closing, inclusive of payroll Taxes and other employer expenses incurred inrelation the payment of such amounts Schedule A-6(regardless of whether or not such amounts are currently due and payable or deferred under Section 2302 of the CARES Act ( or any similarprovision of state, local or foreign Law ) ), ( i ) guarantees made by the Company on behalf of any third party in respect of obligations of the kindreferred to in the foregoing clauses ( a ) through ( h ) ; and ( j ) all accrued interest, prepayment or redemption penalties or premiums, fees, andother similar obligations ( including breakage costs and change of control or assignment penalties ) arising in respect of the obligations of thekind referred to in the foregoing clauses ( a ) through ( h )