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 7 Section 5.5 Voting 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 10 Section 5.10 Indemnification 10 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement of OTLP 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 Section 5.3 Term of Office 7 Section 5.4 Meetings of the Board and Committees 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 11 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of OTLP GP, LLCMembers 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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 12 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement 14 Section 5.13 Other Business of OTLP GP, LLCMembers 14

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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 11 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by 13 Third Parties 13 Amended and Restated Limited Liability Company Agreement of OTLP CVR GP, LLCLLC 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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC Section 5.13 Other Business of OTLP GP, LLCMembers 14 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 7 Section 5.5 Voting 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 10 Section 5.10 Indemnification 10 Section 5.11 Limitation of Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 12 Section 5.13 Other Business of Members 13 Amended and Restated Limited Liability Company Agreement of OTLP GP, LLCARTICLE 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 7 8 Section 5.5 Voting 8 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 10 12 Section 5.10 Indemnification 10 12 Section 5.11 Liability of Indemnitees 12 14 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement 14 Section 5.13 Other Business of OTLP Members 15 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLCLLC 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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 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 OTLP GP, LLC13

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 7 Section 5.5 Voting 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 10 Section 5.10 Indemnification 10 Section 5.11 Limitation of Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of OTLP GP, LLCMembers 13 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 7 8 Section 5.5 Voting 8 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 10 Section 5.10 Indemnification 10 11 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of Members 13 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OTLP GP, LLCLLC 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 7 Section 5.5 Voting 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 10 Section 5.10 Indemnification 10 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of OTLP GP, LLCMembers 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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 12 Section 5.11 Liability of Indemnitees 12 14 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement 14 Section 5.13 Other Business of OTLP Members 15 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLCLLC 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 7 Section 5.5 Voting 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 10 Section 5.10 Indemnification 10 Section 5.11 Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 12 Amended and Restated Limited Liability Company Agreement of OTLP CVR 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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of OTLP GP, LLCMembers 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 7 8 Section 5.5 Voting 8 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 10 11 Section 5.10 Indemnification 10 11 Section 5.11 Liability of Indemnitees 12 13 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of OTLP GP, LLCMembers 14 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 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 7 8 Section 5.5 Voting 8 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 10 Section 5.10 Indemnification 10 Section 5.11 Limitation of Liability of Indemnitees 12 Section 5.12 Reliance by Third Parties 13 Amended and Restated Limited Liability Company Agreement Section 5.13 Other Business of OTLP GP, LLCMembers 13