Operating Agt of Harrison Conference Svcs of North Carolina, LLC

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Harrison Conference Services of North Carolina, Inc., a North Carolina corporation (the “Converted Corporation”), to a North Carolina limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

Name; Formation. The name of the Company shall be Harrison Conference Services of North Carolina, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a North Carolina limited liability company. In accordance with Section 57C-9A-03 of the Act, the Articles of Organization of the Company containing the Articles of Conversion have been duly executed by a Member and filed with the Secretary of State of the State of North Carolina.

Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the North Carolina Limited Liability Company Act, N.C. GEN. STAT. §§ 57C-1-01 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean Harrison Conference Services of North Carolina, LLC, a North Carolina limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean Harrison Conference Associates, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of North Carolina is CT Corporation System. The registered office of the Company in the State of North Carolina is 225 Hillsborough Street, Raleigh, NC 27603.

Members. Upon the effectiveness of the Conversion, Harrison Conference Services Associates, LLC, a Delaware limited liability company, formerly Harrison Conference Associates, Inc., a Delaware corporation and the sole stockholder of the Converted Corporation prior to conversion (“Harrison”), is admitted as the sole Member of the Company. New Members of the Company may be admitted upon the written consent of Harrison.

Capital Contribution. The cash, property or services previously contributed by Harrison to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of Harrison to the Company. Harrison shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by Harrison at the time of each such admission.

Management. Except as otherwise specifically provided in this Agreement, Harrison shall have the authority to, and shall, conduct the affairs of the Company.

(a) Harrison shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by Harrison without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by Harrison, and shall also have such powers and duties as may from time to time be conferred upon them by Harrison.

Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of judicial dissolution under Section 57C-6-02 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.


Harrison Conference Associates, LLC Sole Member

By:		/s/ Christopher S. Holland
		Name: Christopher S. Holland
		Title: Treasurer