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Exhibit 10.13
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (" Assignment and
Assumption ") is effective as of this 31st day of December,
2006, by and between NEWKIRK REALTY TRUST, INC., a Maryland
corporation (" Assignor "), and LEXINGTON CORPORATE
PROPERTIES TRUST, a Maryland real estate investment trust ("
Assignee "). This Assignment and Assumption effects the
assignment to and assumption by Assignee of Assignor’s rights
and obligations under the Registration Rights Agreement entered
into as of November 7, 2005 (the " Agreement ") between
Assignor and APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a
Delaware limited partnership (" Apollo ").
NOW, THEREFORE, in consideration of Section 7.18 of the
Agreement and Plan of Merger, dated as of July 23, 2006 (the "
Merger Agreement "), between Assignee and Assignor, the
parties hereto agree as follows:
1. All capitalized terms used and
not otherwise defined herein shall have such meanings ascribed to
such terms in the Agreement.
2. From and after the Effective
Time, (i) the Assignor hereby sells, transfers, assigns, conveys,
sets o
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