LIMITED LIABILITY COMPANY AGREEMENT This Limited Liability Company Agreement is made as of August 1, 2002 by Pemburn Development Company, Inc. (the ``Member’’) to serve as the limited liability company agreement under the Act (hereinafter defined) for the limited liability company specified herein. NOW, THEREFORE, intending to be legally bound hereby, the Member agrees as follows: 1. Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for the purposes of this Agreement, have the meanings herein specified. ``Act’’ means the New York Limited Liability Company Law, Chapter 34 of the Consolidated Laws of New York, and any successor statute, as amended from time to time. ``Agreement’’ means this Limited Liability Company Agreement, as amended, modified, supplemented or restated from time to time. ``Certificate’’ means the Articles of Organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Department of State of the State of New York pursuant to the Act. ``Company’’ means S & J Renovations, LLC, the New York limited liability company of such name which has been formed under the Act. ``Person’’ means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization. 2. Organization. The Member heretofore has authorized the organization of the Company as a limited liability company under and pursuant to the provisions of the Act and the Member agrees that the rights, duties and liabilities of the Member shall be as provided in the Act, except as otherwise provided herein. 3. Purpose. The Company is formed for the object and purpose of acquiring the property known as the Coventry Inn and renovating, owning, redeveloping, operating, financing, leasing and selling it for any lawful use or purpose (together, the land and improvements are collectively referred to herein as the ``Project’’), and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing. 4. Term. The existence of the Company commenced on the date the Certificate was filed in the office of the Department of State of the State of New York and shall continue perpetually until the Company is dissolved in accordance with the provision