definiens: means the sum of ( a ) all ou t - of - pocket costs and expenses ( including all commitment fees and other fees, obligations and exp enses arising pursuant to the terms of the Spinco Commitment Letter or the Financing Agreements or in connection with any Permanent Financing, but not including any fees and expenses of Pluto ’s or any o f its Subsidiaries ’ counsel, accountants, consultan ts or other advisors ) incurred by Pluto, Spinco or any of their respective Subsidiaries in connection with the Fin ancing, ( b ) all interest expense paid by Spinco or any of i ts Subsidiaries on any of the Financing ( whether pu rsuant to the Spinco Commitment Letter, the Financing Agreement o r otherwise ) and any Permanent Financing with respe ct to any period prior to the Spinco Cash Distribution ( minus any interest income earned and received by Spinco and distributed to Pluto on the net proceeds of any such Financing or Permanent Financing with respect to any period prior to the Spinco Cash Distribution ) and ( c ) interest on the amounts described in preceding c lause ( a ), from the day that such amounts were paid by Pluto, Spinco or any of their respective Subsidiaries base d on a rate per annum equal to the Prime Rate in effect from ti me to time for the relevant period