Exhibit 10.130
ASSIGNMENT AND ASSUMPTION OF
LEASE
This Assignment and Assumption of
Lease (the “Agreement”) is made as of December 22,
2005, by and between EQUINIX, INC., a Delaware corporation
(“Assignor”), and EQUINIX OPERATING CO., INC., a
Delaware corporation (“Assignee”).
RECITALS
A. Reference is hereby made to that
certain Lease dated April 21, 2004, by and between Eden
Ventures LLC, a Delaware limited liability company
(“Landlord”), and Assignor (as amended, the
“Lease”), for approximately 95,440 square feet of space
(the “Premises”) in that certain building known as
Building 1, Ashburn Business Park, located at 44470 Chilum Place,
Ashburn, Virginia (the “Building”).
B. Assignor desires to assign to
Assignee its entire right, title and interest in the Lease and
Assignee desires to acquire Assignor’s rights under the Lease
and to assume Assignor’s obligations under the Lease.
Landlord is willing to consent to the assignment of the Lease
subject to the terms and conditions hereof.
C. All defined terms not otherwise
expressly defined herein shall have the respective meanings given
in the Lease.
AGREEMENT
1. Assignment and Assumption
. Effective as of January 1, 2006 (the “Effective
Date”), Assignor hereby assigns to Assignee all of its right,
title and interest in, to and under the Lease and to the Premises
(excluding, however, Assignor’s rights in and to any deposits
or prepaid rents as have been paid by Assignor pursuant to the
Lease). From and after the Effective Date, Assignee hereby accepts
such assignment and assumes all of Assignor’s obligations
under the Lease and agrees to be bound by all of the provisions
thereof and to perform all of the obligations of the tenant
thereunder. Such assignment and assumption is made upon, and is
subject to, all of the terms, conditions and provisions of this
Agreement.
2. Security Deposit .
Assignor hereby assigns to Assignee all of its right, title and
interest in and to the security deposit in the form of a letter of
credit in the amount of $2,000,000.00 held by Landlord under the
Lease, and Landlord shall continue to hold such deposit as though
it had been delivered by Assignee to Landlord pursuant to Section
5.1(a) of the Lease.
3. Assumption of Lease; Release
of Assignor . From and after the Effective Date, Assignee does
hereby assume and agree to be bound by and to perform and comply
with, for the benefit of Landlord, each and every obligation of the
tenant under the Lease. Notwithstanding anything to the contrary
herein, this Agreement shall not release Assignor for any of its
obligations under the Lease, and Assignor shall remain liable to
Landlord for all obligations of tenant under the Lease, whether
accruing before or after the date of this Agreement.
4. Condition of the Premises
. Assignee hereby agrees to accept the Premises in their
“as-is” condition. Assignee hereby acknowledges that,
except as otherwise provided in the Lease, neither Landlord nor
Assignor shall be obligated to provide or pay for any improvements,
work or services related to the improvement of the Premises.
Assignee also acknowledges that neither Landlord not Assignor has
made any representation or warranty regarding the condition of the
Premises or the Building.
5. Further Transfers .
Neither the assignm
