ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.12

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 VORNADO REALTY L.P., a Delaware limited partnership (" Vornado ").

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 over and confirms a