exv10w3w5w1







Exhibit 10.3.5.1




ASSIGNMENT AND ASSUMPTION OF LEASE




     THIS
ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is
made as of the 8th day of Dec, 2004, by and between MEDICAL
OFFICE PROPERTIES, INC., a Maryland corporation (formerly known as Healthcare Financial Partners
REIT, Inc ) (“Assignor”), and CAPITALSOURCE FINANCE
LLC, a Delaware limited liability company
(“Assignee”).



WITNESSETH:




     WHEREAS,
Chase Tower Associates, L.L.C. (“Landlord”), as landlord,
and Assignor, as tenant, are
parties to an Office Lease Agreement dated as of December 7, 2001, as
amended by a First Amendment to
Office Lease Agreement date as of June 30, 2003 (the
“Lease”), for certain premises (the “Premises”)
consisting of approximately 10,608 square feet of rentable area in the building located at 4445
Willard Avenue, Chevy Chase, Maryland, as more particularly described
in the Lease; and



     WHEREAS,
subject to Landlord’s consent, Assignee desires to acquire from
Assignor, all of
Assignor’s right, title and interest in and to the Lease, and Assignor desires to assign to
Assignee, all of Assignor’s right, title and interest in and to the Lease, pursuant to the terms and
conditions hereinafter set forth.



     NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor and Assignee agree as follows:



     1. Assignment
by Assignor. Effective as of Jan 1, 2005 (the “Effective
Date”), Assignor does transfer, assign and convey to Assignee, its successors
and assigns, all of Assignor’s right, title and interest in and to the Lease.



     2. Assumption by Assignee. Effective as of the Effective Date,
Assignee does hereby for itself and its successors and assigns accept the assignment
set forth herein and expressly assumes and agrees to timely perform the obligations
and liabilities of Assignor under the Lease arising or accruing after the Effective
Date; provided, however, that as between Landlord and Assignor, Assignor shall remain fully and primarily liable for the
performance of all obligations and liabilities of Assignor under the
Lease arising or
accruing before or after the Effective Date (it being agreed that Landlord shall have the
right, but not the obligation, to seek performance of all obligations
and liabilities of the  tenant under the Lease from Assignor prior to seeking such performance
from Assignee).



     3. Possession. Full and complete possession of the Property shall be delivered to Assignee as of
the Effective Date, and Assignee shall accept possession of the Premises in their “as is” condition.



     4.
Liability.
Assignee shall defend, indemnify and hold harmless Assignor from and against any and all
claims, actions, damages, liability and expense in connection with (a) any breach of the
Lease by Assignee, or (b) loss of life, personal injury and/or damage
to property arising from or out of any occurrence from and after the
Effective



 









 




Date in,
upon or at the Premises, or (c) the occupancy or use by Assignee of the premises or any
part thereof from and after the Effective Date. Assignor shall
defend, indemnify and hold
harmless Assignee from and against any and all claim, actions,
damages, liability and expense in
connection with (a) any breach of the Lease by Assignor, or (b) loss of life, personal injury
and/or damage to property arising from or out of any occurrence prior to the Effective Date in,
upon, or at the Premises, or (c)  the occupancy or use by
Assignor of the Premises or any part
thereof. The obligations of Assignor and Assignee under this Paragraph shall survive the expiration or
earlier termination of the Lease.




     5. 
Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee as follows:



     (a) The
Lease is in full force and effect, has not been modified, supplemented, altered,
amended, or otherwise changed, except as provided otherwise in this Assignment;



     (b) The
copy of the Lease attached hereto as Exhibit “A” is true,
correct and complete; and



     (c) Assignor is not currently in default of any of the terms of the Lease and, further, is
not aware that any event has occurred which, with the giving of notice or the passage of time, or
both, would result in a default by Assignor under the Lease.



     6. Governing Law. This Assignment shall be governed by the laws of the State of Maryland.



     7. Enforcement. In the event that the rights, duties and obligations accruing to the parties
under this Assignment shall become the subject of any litigation, the prevailing party in such
litigation shall be entitled to recover from the other party all
reasonable costs, expenses and
attorneys’ fees.



     8. Brokers. Each party represents and warrants to the other that it has not employed any broker
in connection with this transaction, and each party agrees to hold the other harmless from and
against any breach of the foregoing representation and warranty.



     9. Consent of Landlord. This Assignment is conditioned and contingent upon Landlord consenting hereto by
executing and delivering a counterpart of this Assignment or a separate instrument signifying
its consent. In the event Landlord’s consent is not obtained within forty-five (45) days after the
date hereof, this Assignment shall automatically terminate and become null and void, and neither
Assignor nor Assignee shall have any further obligations or liability hereunder.



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     IN
WITNESS WHEREOF, this Assignment has been executed as of the day
and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	MEDICAL OFFICE
PROPERTIES, INC., 

a Maryland corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Theresa L. Conley	 	 	 	By:	 	/s/ Sean P. Murphy	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Theresa L. Conley	 	 	 	Name:
	 	Sean P. Murphy	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Executive Vice President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CAPITALSOURCE FINANCE
LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Jackie Mathewson	 	 	 	By:	 	/s/ Pierrette N. Bradshaw	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Jackie Mathewson	 	 	 	Name:
	 	Pierrette N. Bradshaw	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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Landlord
hereby consents to the assignment of the Lease, as defined in the foregoing
Assignment and Assumption of Lease, by  Medical Office Properties, Inc., as Assignor, and
CapitalSource Finance LLC, as Assignee, which consent does not
constitute concurrence by the Landlord with, or create any obligations on the part of the
Landlord under, any of the provisions of numbered paragraphs 3 through 8 of said Assignment and
Assumption of Lease.




	 	 	 	 	 	 	 	 	 
	CHASE TOWER ASSOCIATES, L.L.C.,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	JBG/CHASE TOWER
INVESTORS, L.L.C.,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	JBG/BANNOCKBURN PARTNERS, L.L.C.,

a Delaware limited liability company,

its Managing Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Benjamin R. Jacobs [SEAL]	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Benjamin R. Jacobs	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Member	 	 
	 

	 	 	 	 	 	 	 	 





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