ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT OF LANDLORD

This Assignment and Assumption of Lease and Consent of Landlord (this “ Assignment ”) is made and entered into as of November [14], 2008 (the “ Effective Date ”), by and among Westgroup Grove Isle Associates, Ltd. (“ Assignor ”), and Grove Hotel Partners LLC (“ Assignee ”), and is joined by Grove Isle Associates, LLLP [f/k/a Grove Isle Associates, Ltd.] (“ Landlord ”) for the purposes herein expressed, in reference to the following:

A.   Landlord and Assignor previously entered into that certain Amended and Restated Lease Agreement dated as of November 19, 1996, between Assignor as Lessee and Grove Isle Associates, Ltd. as Landlord (the “ Base Lease ”), which Base Lease was amended by that certain Amendment to Amended and Restated Lease Agreement dated December 10, 1999 (the " First Amendment ") and that certain Second Amendment to Amended and Restated Lease Agreement dated September 15, 2004 (the " Second Amendment ," and together with the First Amendment and the Base Lease, the " Lease "), with respect to certain real property and improvements located at 4 Grove Isle Drive, Miami, Coconut Grove, Florida, as more particularly described in the Lease (the “ Leased Premises ”).  True and complete copies of the Base Lease and the First Amendment and the Second Amendment are attached hereto as composite Exhibit “A.”

B.   Landlord, Grove Isle Club, Inc. and Grove Isle Investments, Inc. entered in to that certain Master Agreement with Assignor dated November 19, 1996 (the “ Master Agreement, ” and together with the Lease, the “ Lease Documents ”), a true and complete copy of which is attached hereto as Exhibit “B.”

C.   Landlord and Assignee also entered in to that certain Agreement Regarding Deferred Maintenance dated November 7, 2008 (the “ Deferred Maintenance Agreement ”).

D.   Assignor now desires to assign and transfer to Assignee, and Assignee now desires to assume from Assignor, all of Assignor’s right, title, interest and obligations in, to and under the Lease Documents.

E.   Pursuant to the terms of the Lease, Assignor and Assignee desire that Landlord consent to such assignment of the Lease Documents and Landlord is willing to provide its consent to such assignment, on and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.   ASSIGNMENT .  Assignor hereby assigns, transfers, grants and conveys to Assignee all of Assignor’s right, title and interest in and to the Lease Documents (the “ Lease Assignment ”).

2.   ASSUMPTION .  Assignee hereby accepts the Lease Assignment, and (i) assumes all of the duties, obligations and liabilities of Assignor arising under or in connection with the Lease Documents that first arise on and after the Effective Date; and (ii) agrees to perform and comply with, as if Assignee were the original lessee thereunder, all of the terms, provisions, covenants and promises which are to be performed and complied with by such lessee under the Lease Documents which first arise on and after the Effective Date.

3.   INDEMNITY .

A.           Assignor hereby agrees to indemnify, defend and hold harmless Assignee, its affiliates, subsidiaries, officers, directors, members, partners, employees, and agents, and their respective heirs, personal representatives, successors and assigns, from and against any and all liabilities, losses, damages and claims, and all related costs and expenses, including without limitation reasonable attorneys’ fees and disbursements, in connection with the obligations of Assignor or any of its affiliates under the Lease Documents arising prior to the Effective Date, or otherwise arising with respect to the Lease Documents prior to the Effective Date.

B.           Assignee agrees to indemnify, defend and hold harmless Assignor, its affiliates, subsidiaries, officers, directors, partners, employees, agents, and their respective heirs, personal representatives, successors and assigns, from and against any and all liabilities, losses, damages and claims, and all related costs and expenses, including without limitation reasonable attorneys’ fees and disbursements, in connection with the obligations of the Assignee or any of its affiliates under the Lease Documents arising after the Effective Date, or otherwise arising with respect to Lease Documents on or after the Effective Date.

4.            REPRESENTATIONS AND WARRANTIES OF ASSIGNOR AND ASSIGNEE.

A.           Assignor hereby represents and warrants to Assignee that (a) the signatory executing on behalf of Assignor is duly authorized and has the power and authority to bind Assignor, (b) the Lease attached hereto as Exhibit “A,” the Master Agreement attached hereto as Exhibit “B,” and the Deferred Maintenance Agreement) are the entire agreement between Landlord and Assignor with respect to the Leased Premises, (c) the Lease and Master Agreement are in full force and effect and have not been modified or amended except as described and set forth in this Assignment, and (d) Landlord is not in default under the Lease or Master Agreement, nor has any event occurred or failed to have occurred which, with the giving of notice or the passage of time, or both, would result in Landlord being in default.

B.           Assignee hereby represents and warrants to Assignor that the signatory executing on behalf of Assignee is duly authorized and has the power and authority to bind the Assignee.

5.            COVENANTS AND ACKNOWLEDGMENTS.

A.   Assignee acknowledges to Assignor and to Landlord that Assignee claims no rights or interest in the Grove Isle Marina located contiguous to the Leased Premises owned and operated by an affiliate of Landlord, except for rights specifically granted under the terms and conditions contained in the Lease Documents.

B.   Contemporaneously with the execution of this Assignment, Assignee (in its capacity as successor Lessee) and Landlord are entering into a Third Amendment to Amended and Restated Lease Agreement (“ Third Amendment ”) in the form attached hereto as Exhibit “C,” which shall be eff