Amended And Restated Omnibus Agreement Sample Contracts

Eqt Midstream Partners Lp – Amended and Restated Omnibus Agreement (November 13th, 2018)

This AMENDED AND RESTATED OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, November 13, 2018, among EQT Corporation, a Pennsylvania corporation (EQT), EQM Midstream Partners, LP, a Delaware limited partnership (the Partnership), and EQM Midstream Services, LLC, a Delaware limited liability company (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Eqt Midstream Partners Lp – SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT Among EQT CORPORATION, EQT RE, LLC, RM PARTNERS LP, EQM MIDSTREAM MANAGEMENT LLC and EQM POSEIDON MIDSTREAM LLC (November 13th, 2018)

This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, November 13, 2018, among EQT Corporation, a Pennsylvania corporation (EQT), EQT RE, LLC, a Delaware limited liability company (EQT RE), RM Partners LP (formerly known as Rice Midstream Partners LP), a Delaware limited partnership (the Partnership), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC), a Delaware limited liability company (EPM). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Tesoro Logistics Lp Common Unit – Third Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement (November 7th, 2018)

A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the "Fourth Amended and Restated Omnibus Agreement"), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Fourth Amended and Restated Omnibus Agreement.

Holly Energy Partners, L.P. – NINETEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among HOLLYFRONTIER CORPORATION, HOLLY ENERGY PARTNERS, L.P. And CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES June 1, 2018 (November 1st, 2018)
PBF Logistics LP – FIFTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among PBF HOLDING COMPANY LLC, PBF ENERGY COMPANY LLC, PBF LOGISTICS GP LLC and PBF LOGISTICS LP (October 31st, 2018)

This FIFTH AMENDED AND RESTATED OMNIBUS AGREEMENT ("Agreement") is entered into on, and effective as of July 31, 2018 (the "Effective Date"), among PBF Holding Company LLC, a Delaware limited liability company ("PBF Holding"), PBF Energy Company LLC, a Delaware limited liability company ("PBF Energy"), PBF Logistics GP LLC, a Delaware limited liability company (the "General Partner"), and PBF Logistics LP, a Delaware limited partnership (the "Partnership"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

Equitrans Midstream Corp – Amended and Restated Omnibus Agreement (October 18th, 2018)

This AMENDED AND RESTATED OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, [*], 2018, among EQT Corporation, a Pennsylvania corporation (EQT), EQM Midstream Partners, LP, a Delaware limited partnership (the Partnership), and EQM Midstream Services, LLC, a Delaware limited liability company (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Equitrans Midstream Corp – SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT Among EQT CORPORATION, EQT RE, LLC, RM PARTNERS LP, EQM MIDSTREAM MANAGEMENT LLC and EQM POSEIDON MIDSTREAM LLC (October 18th, 2018)

This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, [*], 2018, among EQT Corporation, a Pennsylvania corporation (EQT), EQT RE, LLC, a Delaware limited liability company (EQT RE), RM Partners LP (formerly known as Rice Midstream Partners LP), a Delaware limited partnership (the Partnership), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC), a Delaware limited liability company (EPM). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Second Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement (August 7th, 2018)
Tesoro Logistics Lp Common Unit – Second Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement (August 7th, 2018)
CrossAmerica Partners LP – Second Amendment to the Amended and Restated Omnibus Agreement (August 7th, 2018)

This Second Amendment (the "Amendment") to the Amended and Restated Omnibus Agreement, effective as of October 1, 2014, as amended by the Amendment to Amended and Restated Omnibus Agreement effective January 1, 2016 (as so amended, the "Omnibus Agreement "), is entered into effective as of February 1, 2018 (the "Effective Date"), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the "MLP" or the "Partnership"), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the "General Partner"), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation ("LGC"), CST Services, LLC, a Delaware limited liability company ("CST"), and, for purposes of Article X of the Omnibus Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company ("LGO"), and, for purposes of S

Blueknight Energy – Amended and Restated Omnibus Agreement (July 13th, 2018)

This Amended and Restated Omnibus Agreement ("Agreement") is entered into on, and effective as of, July 12, 2018, among Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Ergon"), Blueknight Energy Partners G.P., L.L.C., a Delaware limited partnership (the "General Partner"), Blueknight Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), BKEP Terminalling, L.L.C., a Texas limited liability company ("Holdings"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt"), and BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials"). The General Partner, the Partnership, Holdings, BKEP Asphalt, and BKEP Materials may be referred to collectively as "BKEP."

Transmontaigne Partners Lp – Third Amended and Restated Omnibus Agreement (May 9th, 2018)

THIS THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT ("Restated Agreement") dated as of May 7, 2018 (the "Effective Date"), is entered into by and among TransMontaigne GP L.L.C., a Delaware limited liability company (the "General Partner"), TransMontaigne Partners L.P., a Delaware limited partnership (the "Partnership"), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the "OLP GP"), TransMontaigne Operating Company L.P., a Delaware limited partnership (the "Operating Partnership"), and TLP Management Services LLC, a Delaware limited liability company ("TLP Management Services"). The above-named entities are sometimes referred to in this Restated Agreement each as a "Party" and collectively as the "Parties."

Holly Energy Partners, L.P. – EIGHTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among HOLLYFRONTIER CORPORATION, HOLLY ENERGY PARTNERS, L.P. And CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES January 19, 2018 (February 21st, 2018)
EIGHTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among HOLLYFRONTIER CORPORATION, HOLLY ENERGY PARTNERS, L.P. And CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES January 19, 2018 (February 21st, 2018)
CONSOL Mining Corp – First Amendment to the First Amended and Restated Omnibus Agreement (December 4th, 2017)

THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (the Amendment) is made as of this 28th day of November, 2017 by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Limited Partnership), CONSOL Mining Corporation, a Delaware corporation (CONSOL Mining), and the other parties on the signature pages to this Amendment (the Exhibit A Parties) and together, with CONSOL, the General Partner, the Partnership and CONSOL Mining, the Parties and each a Party).

First Amendment to the First Amended and Restated Omnibus Agreement (December 4th, 2017)

THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (the Amendment) is made as of this 28th day of November, 2017 by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Limited Partnership), CONSOL Mining Corporation, a Delaware corporation (CONSOL Mining), and the other parties on the signature pages to this Amendment (the Exhibit A Parties) and together, with CONSOL, the General Partner, the Partnership and CONSOL Mining, the Parties and each a Party).

CNX Coal Resources LP – First Amendment to the First Amended and Restated Omnibus Agreement (December 4th, 2017)

THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (the Amendment) is made as of this 28th day of November, 2017 by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Limited Partnership), CONSOL Mining Corporation, a Delaware corporation (CONSOL Mining), and the other parties on the signature pages to this Amendment (the Exhibit A Parties) and together, with CONSOL, the General Partner, the Partnership and CONSOL Mining, the Parties and each a Party).

Rice Midstream Partners LP – AMENDED AND RESTATED OMNIBUS AGREEMENT Among EQT CORPORATION, EQT RE, LLC, RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLC (November 14th, 2017)

This AMENDED AND RESTATED OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, November 13, 2017, among EQT Corporation, a Pennsylvania corporation (EQT), EQT RE, LLC, a Delaware limited liability company (EQT RE), Rice Midstream Holdings LLC, a Delaware limited liability company (RMH), Rice Midstream Partners LP, a Delaware limited partnership (the Partnership), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and Rice Poseidon Midstream LLC, a Delaware limited liability company (RPM). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Tesoro Logistics Lp Common Unit – First Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement (November 8th, 2017)

A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the Fourth Amended and Restated Omnibus Agreement), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Fourth Amended and Restated Omnibus Agreement.

First Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement (November 8th, 2017)

A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the Fourth Amended and Restated Omnibus Agreement), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Fourth Amended and Restated Omnibus Agreement.

Valero Energy Partners Lp – Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement (November 2nd, 2017)

An Amended and Restated Omnibus Agreement was executed as of July 1, 2014 (as the same may be amended, supplemented or modified from time to time, the "Agreement") by and among Valero Energy Corporation, Valero Energy Partners LP and the other parties thereto. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Agreement.

Tesoro Logistics Lp Common Unit – Fourth Amended and Restated Omnibus Agreement (October 31st, 2017)

This FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (the Agreement) is entered into on, and effective as of October 30, 2017, among Andeavor, a Delaware corporation (Andeavor), on behalf of itself and the other Andeavor Entities (as defined herein), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and formerly known as Tesoro Refining and Marketing Company (TRMC), Tesoro Companies, Inc., a Delaware corporation (Tesoro Companies), Tesoro Alaska Company LLC, a Delaware limited liability company and formerly known as Tesoro Alaska Company (Tesoro Alaska), Andeavor Logistics LP, a Delaware limited partnership (the Partnership), and Tesoro Logistics GP, LLC, a Delaware limited liability company (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Fourth Amended and Restated Omnibus Agreement (October 31st, 2017)

This FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (the Agreement) is entered into on, and effective as of October 30, 2017, among Andeavor, a Delaware corporation (Andeavor), on behalf of itself and the other Andeavor Entities (as defined herein), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and formerly known as Tesoro Refining and Marketing Company (TRMC), Tesoro Companies, Inc., a Delaware corporation (Tesoro Companies), Tesoro Alaska Company LLC, a Delaware limited liability company and formerly known as Tesoro Alaska Company (Tesoro Alaska), Andeavor Logistics LP, a Delaware limited partnership (the Partnership), and Tesoro Logistics GP, LLC, a Delaware limited liability company (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

GPM Petroleum LP – FORM OF AMENDED AND RESTATED OMNIBUS AGREEMENT Among GPM PETROLEUM LP, GPM PETROLEUM GP, LLC and GPM INVESTMENTS, LLC (May 31st, 2017)

This AMENDED AND RESTATED OMNIBUS AGREEMENT (this Agreement) is entered into on, and effective as of, , 2017 (the Effective Date), among GPM Investments, LLC, a Delaware limited liability company (GPM), GPM Petroleum GP, LLC, a Delaware limited liability company (the General Partner), and GPM Petroleum LP, a Delaware limited partnership (the Partnership). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

8point3 Energy Partners LP – Amendment No. 6 to Amended and Restated Omnibus Agreement (March 1st, 2017)

This AMENDMENT NO. 6 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this "Amendment"), dated as of February 24, 2017 and, solely with respect to Sections 1.02(a) and 1.02(b), effective as of March 4, 2017, which effectiveness shall be retroactive from February 24, 2017, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties."

CrossAmerica Partners LP – Amendment to Amended and Restated Omnibus Agreement (February 28th, 2017)

This Amendment to Amended and Restated Omnibus Agreement (the "Amendment") is entered into on, and effective as of, January 1, 2016 (the "Effective Date"), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the "MLP" or the "Partnership"), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the "General Partner"), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation ("LGC"), CST Services LLC, a Delaware limited liability company ("CST"), and, for purposes of Article X of the Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company ("LGO"), and, for purposes of Section 2.5, Article X and Article XI of the Agreement only, Joseph V. Topper, Jr. ("Topper"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and

Archrock Partners, L.P. – First Amendment to Fourth Amended and Restated Omnibus Agreement (February 23rd, 2017)

This First Amendment (this "Amendment") to the Fourth Amended and Restated Omnibus Agreement is entered into on, and effective as of November 19, 2016 (the "Effective Date"), and is by and among Archrock, Inc., a Delaware corporation ("Archrock"), Archrock Services, L.P., a Delaware limited partnership ("OPCO"), Archrock GP LLC, a Delaware limited liability company ("GP LLC"), Archrock General Partner, L.P., a Delaware limited partnership (the "General Partner"), Archrock Partners, L.P., a Delaware limited partnership (the "Partnership"), and Archrock Partners Operating LLC, a Delaware limited liability company (the "Operating Company"). The above-named entities are sometimes referred to in this Amendment collectively as the "Parties."

Exterran Holdings – First Amendment to Fourth Amended and Restated Omnibus Agreement (February 23rd, 2017)

This First Amendment (this "Amendment") to the Fourth Amended and Restated Omnibus Agreement is entered into on, and effective as of November 19, 2016 (the "Effective Date"), and is by and among Archrock, Inc., a Delaware corporation ("Archrock"), Archrock Services, L.P., a Delaware limited partnership ("OPCO"), Archrock GP LLC, a Delaware limited liability company ("GP LLC"), Archrock General Partner, L.P., a Delaware limited partnership (the "General Partner"), Archrock Partners, L.P., a Delaware limited partnership (the "Partnership"), and Archrock Partners Operating LLC, a Delaware limited liability company (the "Operating Company"). The above-named entities are sometimes referred to in this Amendment collectively as the "Parties."

SEVENTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among HOLLYFRONTIER CORPORATION, HOLLY ENERGY PARTNERS, L.P. And CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES January 1, 2017 (February 22nd, 2017)
Holly Energy Partners, L.P. – SEVENTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among HOLLYFRONTIER CORPORATION, HOLLY ENERGY PARTNERS, L.P. And CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES January 1, 2017 (February 22nd, 2017)
8point3 Energy Partners LP – Amendment No. 5 to Amended and Restated Omnibus Agreement (December 5th, 2016)

This AMENDMENT NO. 5 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this "Amendment"), dated as of December 1, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties."

8point3 Energy Partners LP – Amendment No. 4 to Amended and Restated Omnibus Agreement (December 5th, 2016)

This AMENDMENT NO. 4 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this "Amendment"), dated as of November 30, 2016, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties."

Fourth Amended and Restated Schedules to Third Amended and Restated Omnibus Agreement (November 21st, 2016)

A Third Amended and Restated Omnibus Agreement was executed as of July 1, 2014, and amended as of December 31, 2014 and July 1, 2015 (collectively, the "Third Amended and Restated Omnibus Agreement"), among Tesoro Corporation, on behalf of itself and the other Tesoro Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Tesoro Logistics LP and Tesoro Logistics GP, LLC, as amended by the First Amended and Restated Schedules to Third Amended and Restated Omnibus Agreement, executed November 12, 2015, the Second Amended and Restated Schedules to Third Amended and Restated Omnibus Agreement, executed July 1, 2016, and the Third Amended and Restated Schedules to Third Omnibus Agreement, executed September 16, 2016. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Third Amended and Restated Omnibus Agreement.

Tesoro Logistics Lp Common Unit – Fourth Amended and Restated Schedules to Third Amended and Restated Omnibus Agreement (November 21st, 2016)

A Third Amended and Restated Omnibus Agreement was executed as of July 1, 2014, and amended as of December 31, 2014 and July 1, 2015 (collectively, the "Third Amended and Restated Omnibus Agreement"), among Tesoro Corporation, on behalf of itself and the other Tesoro Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Tesoro Logistics LP and Tesoro Logistics GP, LLC, as amended by the First Amended and Restated Schedules to Third Amended and Restated Omnibus Agreement, executed November 12, 2015, the Second Amended and Restated Schedules to Third Amended and Restated Omnibus Agreement, executed July 1, 2016, and the Third Amended and Restated Schedules to Third Omnibus Agreement, executed September 16, 2016. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Third Amended and Restated Omnibus Agreement.

SIXTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT Among HOLLYFRONTIER CORPORATION, HOLLY ENERGY PARTNERS, L.P. And CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES October 1, 2016 (October 5th, 2016)

THIS SIXTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT (this Agreement) is being entered into on October 3, 2016 and effective as of October 1, 2016 (the Effective Date), by and among the following entities (all Delaware limited liability companies unless otherwise noted):