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Delaware LLC Operating Agreement

Category: LLC, Operating Agreement

OPERATING AGREEMENT

OF

TENNESSEE VALLEY AGRI-ENERGY, LLC

THIS OPERATING AGREEMENT is hereby adopted and entered into effective as of the Effective Date (as defined below), by the Members (as defined below), pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation and Agreement.

The Members have caused the Company to be formed as a Delaware limited liability company pursuant to the provisions of the Act. The Members hereby agree that this Agreement, sometimes referred to herein or in other documents as an operating agreement, constitutes a “limited liability company agreement” within the meaning of section 18-101 (7) of the Act. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement, to the extent permitted by the Act, shall control.

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