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(d) Audit; Cost. Lessor may cause an annual audit of Lessee's books and <br />records to be made by an independent auditor selected by Lessor for purposes of verifying the <br />amount of royalties due to Lessor. All reasonably necessary records shall be made available to <br />Lessor or his agents for such purposes. The fees of the auditor shall be paid by Lessor, unless an <br />understatement of the royalties properly due to Lessor in excess of five percent (5%) of the <br />amount of the royalties reported occurs (giving effect to any agreement or determination pursuant <br />to paragraphs (m) or (n) below, as applicable), in which event Lessee shall pay the fees of the <br />auditor. <br />(e) Within ten (10) days after Lessor's audit is completed, Lessor shall deliver <br />a copy of Lessor's audit to Lessee, together with a statement demanding payment of the amount <br />of royalties that Lessor's audit indicates were properly due and payable for the calendar yeaz in <br />question ("Lessor's Statement"). If Lessee agrees with the amount of royalties demanded by <br />Lessor in Lessor's Statement, then Lessee shall promptly pay Lessor the difference between the <br />amount of royalties demanded by Lessor for such calendaz yeaz and the amount of royalties <br />previously paid by Lessee for such calendaz yeaz pursuant to this Paragraph 9 (or if Lessor's audit <br />indicates an overpayment, Lessor shall promptly refund the excess to Lessee, less the cost of the <br />audit which revealed the overpayment). If Lessee does not agree with the amount of royalties <br />demanded by Lessor in Lessor's Statement, then Lessor and Lessee shall attempt to resolve such <br />dispute within ten (10) days after Lessee receives Lessor's Statement. If Lessor and Lessee <br />cannot reach agreement within such ten (10) day period, then either Lessor or Lessee may <br />demand that the matter be resolved by azbitration. Within fourteen (14) days after any such <br />demand, the parties shall select a mutually acceptable arbitrator to resolve the dispute. If the <br />parties cannot agree upon a mutually acceptable azbitrator within such fourteen (14) day period, <br />s:itegallwkd\tmccpueblallease.doc <br />