ASSIGNMENT AND ASSUMPTION OF
LEASE
THIS
ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”)
is made as of the 8 th 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”).
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 claim
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