HERETO SHALL BIND AND INURE TO THE BENEFIT OF
THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO WHETHER SO EXPRESSED
OR NOT.
IN ADDITION, WHETHER OR NOT ANY EXPRESS ASSIGNMENT HAS BEEN MADE, THE
PROVISIONS OF THIS AGREEMENT WHICH ARE FOR THE BENEFIT OF PURCHASERS OR HOLDERS
OF REGISTRABLE NOTES ARE ALSO FOR THE BENEFIT OF, AND ENFORCEABLE BY, ANY
SUBSEQUENT HOLDER OF REGISTRABLE NOTES.
(D)
INCORPORATION OF CIVC PURCHASE AGREEMENT PROVISIONS.
THE PARAGRAPHS
ENTITLED "SEVERABILITY," "COUNTERPARTS," "DESCRIPTIVE HEADINGS; INTERPRETATION;
NO STRICT
CONSTRUCTION," "NOTICES," "DELIVERY BY FACSIMILE AND OTHER ELECTRONIC
MEANS," "GOVERNING LAW" AND "JOINT REPRESENTATION; CONFLICT WAIVER" OF THE CIVC
PURCHASE AGREEMENT ARE HEREBY INCORPORATED IN THIS AGREEMENT BY REFERENCE AND
MADE A PART HEREOF, EXCEPT THAT THE PROVISIONS OF SUCH PARAGRAPHS SHALL REFER TO
THIS AGREEMENT RATHER THAN THE CIVC PURCHASE AGREEMENT AND SHALL CONTINUE TO
APPLY HERETO REGARDLESS OF WHETHER THE CIVC PURCHASE AGREEMENT IS NO LONGER IN
EFFECT.
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
NSP Holdings L.L.C.
By:
/s/ David F. Myers, Jr.
Its:
Executive Vice President, Secretary and
Chief Financial Officer
NSP Holdings Capital Corp.
By:
/s/ David F. Myers, Jr.
Its:
Executive Vice President, Secretary and
Chief Financial Officer
CIVC Partners Fund, L.P.
By:
/s/ Illegible
Its: