Amendment to Section 5.3.7. Section 5.3.7 of the Operating Agreement is hereby amended by deleting in their entirety paragraphs 5.3.7.1 and 5.3.7.2 (including all subparagraphs thereunder) and inserting the following:
5.3.7.1 The individuals to serve on the Management Committee shall be elected by the Members by a vote of the majority of the Voting Units then outstanding on the date of election. Once so elected pursuant to this Section 5.3.7.1, a Manager shall hold office until the first to occur of the Manager’s removal, the Manager’s resignation pursuant to Section 5.3.6 hereof, or the Manager’s death. Any vacancy in with respect to a Manager elected pursuant to this Section 5.3.7.1, whether by removal, resignation or death of a Manager, shall be filled by the vote of the Members subject to the same voting procedures as apply at the annual meeting of the Members. If any Member transfers less than all its Units pursuant to Section 11.3 hereof, the right to vote in the election of Managers pursuant to this Section 5.3.7.1 shall be retained by the Transferring Member and the transferee shall have no right to participate in any such election.
5.3.7.2 A Manager may be removed at any time upon a vote of the majority of Voting Units outstanding at the time of such vote. Any vacancy in the Management Committee prior to expiration of the one-year term due to the death, resignation or removal of a Manager, shall be filled for the vote of the Members. At any such special meeting for the election of a replacement Manager, each Member shall have a number of votes equal to the number of Voting Units owned by the Member and the candidate receiving the highest number of votes shall serve as a replacement Manager for the remainder of the term.
