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 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 13

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 6 Section 5.3 Term of Office 8 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 13 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 The Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 1313 Section 5.13 Other Business of Members 14 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Table of Contents Section 6.1 Officers 14 Section 6.2 Compensation 16

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

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 7 5 Section 5.3 Term of Office 8 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 13 12 Section 5.12 Reliance by Third Parties 1312 Amended and Restated Limited Liability Company Agreement of CVR GP, LLC

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 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 13 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 7 6 Section 5.3 Term of Office 8 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 13 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 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 1313 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE MIDSTREAM MANAGEMENT LLC Section 5.13 Other Business of Members 14

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 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 13 14 Section 5.12 Reliance by Third Parties 1314 Section 5.13 Other Business of Members 15 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WESTERN REFINING LOGISTICS 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 7 Section 5.3 Term of Office 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 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 7 6 Section 5.3 Term of Office 8 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 13 12 Section 5.12 Reliance by Third Parties 1313 Section 5.13 Other Business of Members 13 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Management and Operation of Business. Section 5.1 Establishment of the The Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 13Amended and Restated Limited Liability Company Agreement of CVR GP, LLC

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

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 1313 Section 5.13 Other Business of Members 14 ARTICLE VI OFFICERS Section 6.1 Officers 14

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 6 Section 5.3 Term of Office 8 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 13 12 Section 5.12 Reliance by Third Parties 12 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 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 1313 Section 5.13 Other Business of Members 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE MIDSTREAM MANAGEMENT LLC

Management and Operation of Business. Section 5.1 Establishment of the Board 6 7 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 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 13 Section 5.12 Reliance by Third Parties 1314 Section 5.13 Other Business of Members 14

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 6 Section 5.3 Term of Office 8 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 13 12 Section 5.12 Reliance by Third Parties 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 7 Section 5.3 Term of Office 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 13 14 Section 5.12 Reliance by Third Parties 1314 Section 5.13 Other Business of Members 15 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WESTERN REFINING LOGISTICS GP, LLC