Except for (i) $500,000 to cover Carbon’s expenditures of time, effort and money incurred in connection with its diligence review of the proposed initial acquisitions made by the Company, (ii) the Transaction Expenses incurred by Carbon in connection with (A) the negotiation and preparation of this Agreement and all agreements and documents ancillary thereto and (B) the negotiation and preparation of the Purchase and Sale Agreements with CRC and Mirada (such amounts to be paid to Carbon within 30 days following the date hereof) and (iii) the Transaction Expenses incurred by Prudential, Yorktown and their respective Affiliates in connection with the preparation and negotiation of this Agreement (as well as expenses incurred in connection with the private placement of the Senior Subordinated Notes) as provided in that certain letter agreement between the Company and PGIM, Inc. dated December 29, 2016 with respect to Prudential, unless Approved by the Board of Directors as a Company expense, each Member shall be responsible for the payment of all reasonable fees and expenses incurred by such Member in connection with the negotiation and preparation of this Agreement and all agreements and documents ancillary thereto (“ Transaction Expenses ”). Transaction Expenses shall include all fees, costs, and expenses of legal counsel, accountants and all other third party consultants and advisors engaged by such Member to assist with the due diligence reviews conducted by it or the negotiation or preparation of this Agreement or other agreements and all direct out-of-pocket expenses for travel and similar matters.