Exhibit 10.125
ASSIGNMENT AND ASSUMPTION OF
LEASE AND LICENSE
AND LANDLORD
CONSENT
THIS ASSIGNMENT AND ASSUMPTION OF
LEASE AND LICENSE AND LANDLORD CONSENT (this “
Assignment ”) is entered into as of January 1,
2006 (the “ Effective Date ”) by and among GIP
W. 7TH STREET, LLC, a Delaware limited liability company (“
Landlord ”), EQUINIX, INC., a Delaware corporation
(“ Assignor ”), and EQUINIX OPERATING CO., INC.,
a Delaware corporation (“ Assignee
”).
RECITALS
A. Landlord is the owner of that
certain improved real property located at 600 W. 7th Street, Los
Angeles, California (the “ Building ”). The
Building is a part of that certain data center telecommunications
project, with all common areas and appurtenant parking facilities,
and containing building improvements commonly know as “600 W.
7th Street” and located at 600 W. 7th Street, Los Angeles,
California (the “ Project ”).
B. Pursuant to that certain
Telecommunications Office Lease dated as of August 6, 1999 by
and between 600 Seventh Street Associates, Inc., a California
corporation (as predecessor in interest to Landlord) (“600
Associates”), as landlord, and Assignor, as tenant, as
amended by that certain Letter Agreement dated as of
August 24, 2000 by and between 600 Associates (as predecessor
in interest to Landlord) and Assignor, and that certain Second
Amendment to Lease dated as of November 30, 2003 by and
between JMA Robinson Redevelopment, LLC, a Delaware limited
liability company (as predecessor in interest to Landlord)
(“JMA”) and Assignor (collectively, the “
Lease ”), Assignor has certain rights to use and
occupy certain premises (the “ Premises ”) as
more particularly described in the Lease, and pursuant to that
certain License Agreement For Use of Colocation Space dated as of
January 19, 2004 by and between JMA (as predecessor in
interest to Landlord), as licensor, and Assignor, as licensee (the
“ License ”), Assignor has certain rights to use
and to install equipment in certain equipment space (the “
Equipment Space ”) as more particularly described in
the License. A copy of each of the Lease and the License is
attached hereto as Schedule ”1”
.
C. Assignor desires to assign to
Assignee, and Assignee desires to assume from Assignor, all of
Assignor’s rights and obligations under the Lease and the
License.
D. Landlord agrees to consent to
this Assignment subject to the conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignee and Assignor hereby agree as
follows:
1. Assignment and Assumption . In
consideration of the assignment of the Lease and the License,
Assignee hereby covenants and agrees, effective as of the Effective
Date, to assume and fully perform, discharge and satisfy all of the
obligations and duties of Tenant under the Lease including, without
limitation, the obligation to pay Base Rent and any and all
Additional Rent, as set forth in the Lease and all of the
obligations and duties of Licensee under the License including,
without limitation, the obligation to pay the Monthly License Fees
and any additional fees or payments, as set forth in the License.
Assignor, as the original Tenant under the Lease and the original
Licensee under the License shall remain fully liable (jointly and
severally) for the full performance, discharge and satisfaction of
each and every term, covenant and condition to be performed,
discharged and satisfied by tenant under the Lease and licensee
under the License.
2. Effective Date . This
Assignment shall become effective as of the Effective
Date.
