State of New York Uses in Governing Law, Submission to Jurisdiction Clause

Governing Law, Submission to Jurisdiction from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of August 8, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Submission to Jurisdiction from Unit Purchase Agreement

This SERIES A PREFERRED UNIT PURCHASE AGREEMENT, dated as of August 8, 2016 (this Agreement), is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and the purchasers set forth in Schedule A hereto (the Purchasers).

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Governing Law, Submission to Jurisdiction from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of August 8, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Submission to Jurisdiction from Unit Purchase Agreement

This SERIES A PREFERRED UNIT PURCHASE AGREEMENT, dated as of August 8, 2016 (this Agreement), is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and the purchasers set forth in Schedule A hereto (the Purchasers).

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Governing Law; Submission to Jurisdiction from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), is made and entered into as of July 1, 2013, by and between LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Company) and 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (the Investor).

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States sitting in the Southern District of New York, or the courts of the State of New York located in the Borough of Manhattan in the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such partys address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), is made and entered into as of February 27, 2013, by and between LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Company), and 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (the Investor).

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States sitting in the Southern District of New York, or the courts of the State of New York located in the Borough of Manhattan in the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such partys address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), is made and entered into as of August 3, 2012, by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Company), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (OPTrust) and DK LANDMARK, LLC, a Florida limited liability company (DeBartolo) (collectively, the Investors and each individually, an Investor).

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States sitting in the Southern District of New York, or the courts of the State of New York located in the Borough of Manhattan in the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such partys address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction from Discounted Payoff Agreement

This Discounted Payoff Agreement (this Agreement) is entered into as of October 14, 2009, by and among Philadelphia Plaza-Phase II, LP, a Pennsylvania limited partnership (Borrower), Thomas Properties Group, L.P., a Maryland limited partnership (Sponsor), James A. Thomas (Thomas), TCS SPE 1, L.P., a Delaware limited partnership (TCS 1), TCS SPE 2, L.P., a Delaware limited partnership (TCS 2), TCS SPE 3, L.P., a Delaware limited partnership (TCS 3), TCS Mezzanine GP, LLC, a Delaware limited liability company (TCS Mezz), TCS SPE Associates, L.P. a Delaware limited partnership (TCS Associates), TPG-TCS Holding Company, LLC, a Delaware limited liability company (TPG-TCS and, together with Borrower, Sponsor, Thomas, TCS 1, TCS 2, TCS 3, TCS Mezz and TCS Associates, each a Borrower Party and, collectively, the Borrower Parties), DB Realty Mezzanine Investment Fund II, L.L.C., a Delaware limited liability company (Senior Mezz Lender) and DB Realty Mezzanine Parallel Fund II, LLC, a Delaware l

Governing Law; Submission to Jurisdiction from Securities Purchase Agreement

Each of the sellers listed in Exhibit A hereto (each, a Seller, and collectively, the Sellers) owns the securities listed opposite their respective name in Exhibit A hereto (the Securities). The Sellers propose to sell to Dynamic Credit Partners LLC (the Purchaser) all of the Securities free and clear of any liens, and the Purchaser proposes to buy the Securities, pursuant to the terms and conditions set forth in this Securities Purchase Agreement (this Agreement). The Securities have not been registered under the Securities Act of 1933, as amended (the 1933 Act). No party has any obligation to register any Securities under the 1933 Act and will not do so.

Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. The parties hereto hereby submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby agree that all claims in respect of any such action or proceeding may be heard or determined in New York State court or, to the extent permitted by law, in such federal court.

Governing Law; Submission to Jurisdiction from Business Plan

Governing Law; Submission to Jurisdiction. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. The Company and Consultant hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York, City of New York, for any actions, suits or proceedings arising out of or relating to this letter and the transactions contemplated hereby (and agree not to commence any actions, suite or proceeding relating thereto except in such courts), and further agree that service of process for any a action, suit or proceeding brought against the Company or the Consultant, as the case may be, in any such court. The Company and Consultant also hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this letter or the transactions contemplated hereby, in the courts of the State of New York or the United States of America located in the State of New York,