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 ( to the extent settled or eliminated prior to Closing ) and including related partyloans and payables ; ( ii ) bonds, debentures, notes ( including, for the avoidance of doubt, any convertible notes ) orsimilar instruments ; ( iii ) capitalized leases on the Financial Statements or required to be capitalized in accordancewith GAAP ; ( iv ) all Indebtedness of others secured by a Lien on Property of the Company, whether or not theIndebtedness secured thereby has been assumed ; ( v ) interest rate, currency or commodity derivatives or hedgingtransactions or similar arrangements ( valued at the termination thereof ) ; ( vi ) all letters of credit or performance bondsnot collateralized by cash issued for the account of the Company, only to the extent drawn upon ; ( vii ) all guaranteesof the Company of any Indebtedness of any Person other than a wholly owned Subsidiary of the Company ; ( viii)deferred purchase price with respect to the acquisition of any business, asset, or securities, whether contingent orotherwise, including all Tax - related payments and amounts owed under any earn - out or similar performance payment, at the maximum value, whether contingent or not, or any seller notes or post - closing true - up obligations ; ( ix ) CompanyTax Liabilities, if any ; ( x ) all accrued, deferred and unpaid salary or other compensation amounts due to any current orformer managers of the Company which have been designated as in the FinancialStatements ( the ), to the extent not paid at Closing ; and ( xi ) any other deferredcompensation amounts due to any current or former managers of the Company included in Accounts Payable ( the ), to the extent not paid at Closing