AT ANY
TIME THEREAFTER REDUCE THE GROSS PROCEEDS USED TO CALCULATE THE NET PROFITS AND
RETAIN FOR ITS OWN ACCOUNT AN AMOUNT EQUAL TO THE OVERPAYMENT, PLUS INTEREST AT
THE PRIME INTEREST RATE ON SUCH AMOUNT, COMMENCING ON THE SIXTH (6TH) DAY FROM
THE DATE OF THE OVERPAYMENT TO THE DATE SUCH AMOUNT IS RECOVERED BY GRANTOR FROM
SUCH PROCEEDS.
ANY AMOUNT NOT PAID BY GRANTOR TO GRANTEE WITH RESPECT TO THE
NET PROFITS INTEREST WHEN DUE SHALL BEAR, AND GRANTOR HEREBY AGREES TO PAY,
INTEREST AT THE PRIME INTEREST RATE FROM THE DUE DATE UNTIL SUCH AMOUNT HAS BEEN
PAID.
GRANTOR SHALL GIVE GRANTEE WRITTEN NOTICE WITH RESPECT TO ANY
UNDERPAYMENT OR OVERPAYMENT DESCRIBED IN THIS SECTION 3.4, TOGETHER WITH
SUPPORTING WORKSHEETS AND DATA.
3.5
STATEMENTS.
(A)
ON EACH QUARTERLY RECORD DATE, GRANTOR SHALL DELIVER TO GRANTEE A
STATEMENT SHOWING THE COMPUTATION OF THE NET PROFITS AND THE PROCEEDS PERCENTAGE
OF THE NET PROFITS, INCLUDING GROSS PROCEEDS AND DEBITS THEREFROM (INCLUDING ANY
REDUCTIONS TO SUCH GROSS PROCEEDS AND/OR DEBITS), WITH RESPECT TO THE PRECEDING
PAYMENT PERIOD.
(B)
ON THE FIRST QUARTERLY RECORD DATE AFTER THE END OF EACH CALENDAR
YEAR AND ON THE QUARTERLY RECORD DATE AFTER THE TERMINATION DATE, SUCH STATEMENT
SHALL ALSO SHOW THE COMPUTATION OF THE NET PROFITS AND THE PROCEEDS PERCENTAGE
OF THE NET PROFITS, INCLUDING GROSS PROCEEDS AND DEBITS THEREFROM (INCLUDING ANY
REDUCTIONS TO SUCH GROSS PROCEEDS AND/OR DEBITS), FOR THE PRECEDING CALENDAR
YEAR (OR PORTION THEREOF WHEN THE NET PROFITS INTEREST WAS IN EFFECT).
(C)
IF GRANTEE TAKES EXCEPTION TO ANY ITEM OR ITEMS INCLUDED IN ANY
QUARTERLY STATEMENT REQUIRED BY SECTION 3.5(A), GRANTEE MUST NOTIFY GRANTOR IN
WRITING WITHIN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE END OF THE FISCAL
YEAR WITH RESPECT TO WHICH SUCH STATEMENTS RELATE.
SUCH NOTICE MUST SET FORTH
IN REASONABLE DETAIL THE SPECIFIC DEBITS COMPLAINED OF AND TO WHICH EXCEPTION IS
TAKEN OR THE SPECIFIC CREDITS WHICH SHOULD HAVE BEEN MADE AND ALLOWED.
ADJUSTMENTS SHALL BE MADE FOR ALL COMPLAINTS AND EXCEPTIONS THAT ARE AGREED TO
BY THE PARTIES; PROVIDED THAT IF THE PARTIES DO NOT AGREE, SUCH DISPUTED MATTERS
SHALL BE SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN ARTICLE XI OF THE
AMENDED AND RESTATED TRUST AGREEMENT OF MV OIL TRUST DATED OF EVEN DATE HEREWITH
BY AND AMONG GRANTOR,
WILMINGTON TRUST COMPANY, A BANKING CORPORATION ORGANIZED
UNDER THE LAWS OF THE STATE OF DELAWARE, AND GRANTEE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL MATTERS
REFLECTED IN GRANTOR'S STATEMENTS FOR THE PRECEDING CALENDAR YEAR (OR PORTION
THEREOF) THAT ARE NOT OBJECTED TO BY GRANTEE IN THE MANNER PROVIDED BY THIS
SECTION 3.5(C) SHALL BE DEEMED CORRECT AS RENDERED BY GRANTOR TO GRANTEE.
17
3.6
INFORMATION/ACCESS.
(A)
GRANTOR SHALL MAINTAIN TRUE AND CORRECT BOOKS, RECORDS, AND
ACCOUNTS OF (I) ALL TRANSACTIONS REQUIRED OR PERMITTED BY THIS CONVEYANCE AND
(II) THE FINANCIAL INFORMATION NECESSARY TO EFFECT SUCH TRANSACTIONS, INCLUDING
THE FINANCIAL INFORMATION NEEDED TO CALCULATE THE NET PROFITS WITH RESPECT TO
ANY PAYMENT PERIOD.