definiens: means, as of any particular time, without duplication, ( a ) all obligations ( including allobligations in respect of principal, accrued interest, accreted value, penalties, fees, premiums ( prepayment, redemption orotherwise ) and other monetary obligations ) of the Company, the Blocker Corp and their respective Subsidiaries ( i ) forborrowed money, ( ii ) in respect of capitalized leases of the Company as determined in accordance with GAAP, ( iii ) evidencedby notes, bonds, debentures or similar contracts or agreements, ( iv ) in respect of letters of credit and bankers ’ acceptances, ineach case, to the extent drawn or funded, ( v ) for break fees or other breakage costs for contracts or agreements relating tointerest rate protection, swap agreements and collar agreements, ( vi ) pursuant to any surety bond, performance bond or otherguarantee of contractual obligations, to the extent a claim has been made against such bond obligation or guarantee as of suchtime, ( vii ) for change - of - control payments ( including phantom equity payments ), transaction bonuses, retention bonuses andsimilar payment obligations, in each case, if payable in connection with or as a result of the transactions contemplated hereby(and excluding, for avoidance of doubt, any severance or similar obligations ) and ( viii ) those obligations set forth on theIndebtedness Schedule ; and ( b ) all obligations of the type described in clauses ( a)(i ) through ( a)(viii ) for which the Company, the Blocker Corp or their respective Subsidiaries are otherwise responsible or liable, directly or indirectly, as obligor, guarantor, surety, or otherwise