Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 13

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 7 Section 5.5 Voting 9 8 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 10 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business Amended and Restated Limited Liability Company Agreement of Members 13OTLP GP, LLC

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 13

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 11 Section 5.8 Certificate of Formation 10 11 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 12 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 14 Section 5.13 Other Business of Members 1314

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 1313 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OTLP GP, LLC ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 10 Section 5.7 Devotion of Time 10 11 Section 5.8 Certificate of Formation 10 11 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 12 Section 5.11 Liability of Indemnitees 12 14 Section 5.12 Reliance by Third Parties 13 14 Section 5.13 Other Business of Members 1315 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLC ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board and the Officers 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 10 Section 5.11 Limitation of Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 13

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 7 Section 5.5 Voting 9 8 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 10 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 13

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 13

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 7 Section 5.5 Voting 9 8 Section 5.6 Responsibility and Authority of the Board 9 and the Officers. 8 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 10 Section 5.11 Limitation of Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 1313 ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business of Members 1314 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the The Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 11 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by 13 Third Parties 13 Section 5.13 Other Business Amended and Restated Limited Liability Company Agreement of Members 13CVR GP, LLC i

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC Section 5.13 Other Business of Members 1314 ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 6 7 Section 5.3 Term of Office 7 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 10 Section 5.7 Devotion of Time 10 11 Section 5.8 Certificate of Formation 10 11 Section 5.9 Benefit Plans 11 12 Section 5.10 Indemnification 11 12 Section 5.11 Liability of Indemnitees 12 14 Section 5.12 Reliance by Third Parties 13 14 Section 5.13 Other Business of Members 1315 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLC ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 6 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 7 Section 5.5 Voting 9 8 Section 5.6 Responsibility and Authority of the Board 9 and the Officers 8 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 10 Section 5.11 Limitation of Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 12 Section 5.13 Other Business of Members 1313 ARTICLE VI

Management and Operation of Business. Section 5.1 Establishment of the The Board 6 5 Section 5.2 The Board; Delegation of Authority and Duties 6 5 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 8 7 Section 5.5 Voting 9 8 Section 5.6 Responsibility and Authority of the Board 9 8 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 10 Section 5.10 Indemnification 11 10 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Section 5.13 Other Business 12 Amended and Restated Limited Liability Company Agreement of Members 13CVR GP, LLC