definiens: means the aggregate Indebtedness of the Companies as of the Closing Effective Time ( without takinginto account any of the payments made by the Buyer pursuant to Section 2.3(f ) ), including but not limited to the aggregateamount owing from the Companies as of the Closing Effective Time, including all interest, premiums and penalties, necessaryto satisfy in full and terminate all obligations owing under ( a ) the senior credit facilities dated April 20, 2011 with HaymarketFinancial Luxembourg 3 S.A.R.L ( as mandated Lead Arranger ) and Haymarket Financial LLP ( as Agent and Security Agent),including any prepayment fees actually paid in connection with prepayment in full on the Closing Date, if any, and ( b ) theConvertible Notes that have not been converted into Preferred Stock ( or conditionally converted subject to Closing ), if any