Without limiting Service Provider’s payment obligations with respect to service charges under Section 5.1 or Provider Third Party Contracts pursuant to Section 4.2(b), Service Recipient shall, for each Service performed, reimburse Service Provider for any reasonable documented out-of-pocket amounts payable to any one or more Third Parties which are incurred by Service Provider or its Representatives in connection with the Service Provider’s provision of the Services (“ Expenses ”).  Without limiting the foregoing, Expenses shall include (a) expenses payable to Third Parties for tailoring, expanding or otherwise modifying any service provided to the SpinCo Business prior to the Effective Date in any manner required to provide such Service to Service Recipient in accordance with the terms and conditions of this Agreement following the Closing Date, (b) Third Party fees, costs or expenses payable by Service Provider or any of its Representatives to any Third Party(ies) for the licensing, provisioning, implementation, maintenance or operation of separate environments, separate instances of existing environments or “clean” environments necessary to provide the Services to Service Recipient, (c) any fees payable to any Third Party(ies) that are associated with extending, expanding or maintaining Third Party licenses or other contracts necessary to provide the Services to Service Recipient, and (d) outside professional fees (including without limitation accounting and legal fees).  Any individual reimbursable Expense in excess of Twenty-Five Thousand Dollars ($25,000) must be pre-approved by the SRBRM (as defined in Section 6.2), and, for clarity, if the proposed Expense is not approved by the SRBRM then Service Provider shall have no obligation to provide the affected Service, or portion thereof, which would have been supplied or facilitated by incurrence of the proposed Expense.