Common use of Oversight Committee Clause in Contracts

Oversight Committee. As of the Swap Closing, the Board shall designate a committee of the Board (the “Oversight Committee”) consisting of three directors, two of whom shall be directors designated by Investor (the “Investor Designees”). Any vacancy created by the resignation, removal or absence of any Investor Designee shall be filled by another director designated by Investor. Meetings of the Oversight Committee shall be held at least monthly during each fiscal year. The Oversight Committee shall be solely responsible for determining the appropriate allocation and use of the Proceeds by the Company. The Proceeds shall be allocated and used in accordance with the capital requirements schedule agreed by the parties, as reasonably determined by the Oversight Committee. All decisions of the Oversight Committee shall require approval of a majority of its members. Notwithstanding the foregoing, if Investor reasonably determines that the use or allocation of Proceeds by the Company is materially inconsistent with such capital requirements schedule, Investor shall be entitled to instruct the Escrow Agent to cease distribution of the Proceeds from the Escrow Account in accordance with the Escrow Agreement until such matter is resolved by the parties hereto to the satisfaction of Investor.