definiens: means the following Liabilities of the Company or any of its Subsidiaries, without duplication, calculated using the Accounting Principles:(a ) all of the indebtedness for borrowed money of the Company or any of its Subsidiaries, or advances to the Company or any of its Subsidiaries(whether contingent or not and whether secured or unsecured, and including any loans under the Small Business Association ’s Paycheck ProtectionProgram, unless forgiven ), or indebtedness or advances issued to or incurred by the Company or any of its Subsidiaries in substitution or exchange forany such indebtedness for borrowed money or advances, ( b ) all notes payable and drafts accepted representing extensions of credit whether or notrepresenting obligations for borrowed money of such Person, including all obligations of the Company or any of its Subsidiaries evidenced by notes, bonds, debentures or similar instruments ( other than trade accounts payable in the Ordinary Course and not past due for more than ninety ( 90 ) daysafter the date on which such trade account was created ), ( c ) leases categorized as under GAAP, ( d ) all indebtedness of the Company orany of its Subsidiaries created or arising under any conditional sale, other title retention agreement, deferred purchase price of property or services orearn - out or similar obligation ( assuming the maximum payable ), other than with respect to the arrangement set forth on Section 4.6 of the CompanyDisclosure Schedule, ( e ) all outstanding obligations ( contingent or otherwise ) of the Company or any of its Subsidiaries under acceptance, letter of creditor similar facilities or under surety or other performance bonds, ( f ) all obligations in respect of dividends or other distributions ( in cash or in kind ) withrespect to any Equity Interests of such Person, ( g ) all obligations of the Company or any of its Subsidiaries to purchase, redeem, retire, defease orotherwise acquire for value any Equity Interests of such Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case ofredeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, ( h ) all loans to theCompany or any of its Subsidiaries by any of its suppliers and any penalties payable by such Person to any such supplier, ( i ) any obligations of theCompany or any of its Subsidiaries under interest rate or currency swap transactions, to the extent payable if terminated, ( j ) all obligations of any Personof the type described in clauses ( a ) through ( i ) above guaranteed, directly or indirectly, in any manner by the Company or any of its Subsidiaries, including interest and penalties thereon, ( j ) all obligations of any Person of the type described in clauses ( a ) through ( i ) above secured by ( or for whichthe obligor has an existing right, contingent or otherwise, to be secured by ) any Lien on assets or property of the Company or any of its Subsidiaries,(k ) any prepayment premiums, accrued interest, fees and expenses relating to any of the foregoing items . Without limitation of the foregoing, shallinclude all fees, costs and other expenses incurred in connection with the repayment at or prior to the consummation of the Closing of any obligationsdescribed in clauses ( a ) through ( k ) above