ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT BY NOBLE HOUSE GROVE ISLE, LTD.
BY
NOBLE HOUSE GROVE ISLE, LTD.
TO
GH-GROVE ISLE MANAGEMENT LLC
AND
CONSENT BY GROVE SPA, LLC
The
undersigned, NOBLE HOUSE GROVE ISLE, LTD. ("Assignor"), hereby sells, assigns
and transfers to GH-GROVE ISLE MANAGEMENT LLC ("Assignee"), free and clear of
any liens or encumbrances, all of Assignor's right, title, and interest in, to
and under the Spa Management Agreement for Grove Isle Spa Terre, dated as of
September 15, 2004 (the "Spa Management Agreement'), by and between Grove Spa,
LLC, a Delaware limited liability company, as owner ("Owner") and Assignee, as
operator, together with any and all payments and distributions therefrom
subsequent to the date hereof. Capitalized terms not separately defined herein
shall have the meanings ascribed to them in the Spa Management
Agreement.
Upon
consent of Owner, Assignee shall become the operator of the Spa in accordance
with the terms and conditions of the Spa Management Agreement.
By
executing this instrument, Assignor acknowledges that it is no longer the
operator of the Spa. By executing this instrument, Assignee hereby assumes and
agrees to be bound by each of the terms, covenants and conditions of the Spa
Management Agreement.
Assignor
hereby agrees to indemnify, defend and hold harmless Assignee, 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 under the Spa
Management Agreement prior to the date hereof.
Assignee
agrees to indemnify, defend and hold harmless Assignor, 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 under
the Spa Management Agreement on or after the date hereof.
This
instrument may be executed and delivered (including by electronic mail or
facsimile transmission) in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument. This
instrument shall be deemed to be an agreement made under the laws of
Florida and for all purposes shall be governed by and construed in accordance
with such laws.
In
Witness Whereof, Assignor and Assignee have executed this instrument in
duplicate effective November 14, 2008.
ASSIGNOR:
NOBLE
HOUSE GROVE ISLE, LTD.
By: /s/
Name:
Title: VP
General Counsel
ASSIGNEE:
GH-GROVE
ISLE MANAGEMENT LLC
By: /s/
Title:
President
Consent
of Owner
Pursuant
to Section 12.1 of the Spa Management Agreement, Owner hereby consents to the
foregoing assignment by Assignee to Assignor, according to the items and
condition of this Assignment.
GROVE
SPA, LLC,
a
Delaware limited liability company
By: /s/
Name:
Title: