OWNERSHIP LIMIT WAIVER AGREEMENT

Exhibit 10.9

OWNERSHIP LIMIT WAIVER AGREEMENT (APOLLO)

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “ Agreement ”), dated as of December 31, 2006, is between Lexington Realty Trust, a Maryland real estate investment trust (the “ Company ”), and Apollo Real Estate Investment Fund III, L.P. (“AREIF 3”), a Delaware limited partnership (together with any entity at least 99% of the voting securities of which are owned by AREIF 3, “Apollo”). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings given to them in the hereinafter-mentioned Declaration.

R E C I T A L S

A.          The Company and Newkirk Realty Trust, Inc., a Maryland corporation (“ Newkirk ”) have entered into that certain Agreement and Plan of Merger, dated as of July 23, 2006 (the “ Merger Agreement ”).

B.          Article IX of the Company’s Declaration of Trust (the “ Declaration ”) contains (1) a restriction prohibiting any Person from Beneficially Owning or Constructively Owning outstanding shares of beneficial interest in the Company which are classified as Common Stock or Preferred Stock (the “ Equity Stock ”) in excess of 9.8% of the value of the outstanding Equity Stock of the Company (the “ Ownership Limit ”) and (2) a restriction setting forth that any sale, transfer, gift, hypothecation, pledge, assignment devise or other disposition of Equity Stock of the Company that, if effective, would result in any Person Beneficially Owning or Constructively Owning Equity Stock in excess of the Ownership Limit shall be void ab initio as to the Transfer of that number of shares of Equity Stock which would be otherwise Beneficially or Constructively Owned by such Person in excess of the Ownership Limit; and the intended transferee shall acquire no rights in such excess shares of Equity Stock.

C.          Pursuant to subparagraph (a)(9) of Article IX of the Declaration, the Company’s Board of Trustees has adopted resolutions approving Apollo’s exemption from the Ownership Limit on the terms and conditions hereinafter set forth.

AGREEMENT

1.1        Pursuant to Section 7.26 of the Merger Agreement, the Company exempts Apollo, effective as of the Effective Time (as defined in the Merger Agreement) and subject to the terms herein, from the Ownership Limit solely (A) to the extent of Apollo’s ownership of the lesser of (1) the number of shares of Equity Stock of the Company into which ____________ ¹ NRT OP Units, NRT Common Stock

_________________________

¹  Number will equal the number of NRT OP Units held by Apollo at signing which will not exceed 23,359,046

(each as defined in the Merger Agreement) or any combination thereof are exchangeable pursuant to the Merger (as defined in the Merger Agreement), (2) the number of shares of Equity Stock of the Company into which NRT OP Units, NRT Common Stock or combination thereof, owned by Apollo as of the Effective Time, are exchangeable pursuant to the Merger, and (3) any lesser number of shares of Equity Stock of the Company owned by Apollo from time to time following the Effective Time, and (B) upon and subject to Apollo’s compliance with Section 2.2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Apollo.

1.2        For avoidance of doubt, (x) following any sale, assignment, transfer or other disposition by Apollo of NRT OP Units or shares of Equity Stock of the Company, the exemption granted by the Company hereunder shall exempt Apollo from the Ownership Limit only with respect to the maximum aggregate number of NRT OP Units and shares of Equity Stock of the Company, as the case may be, owned by Apollo immediately after such sale, assignment, transfer or disposition and after each such sale, assignment, transfer or disposition by Apollo anytime thereafter and (y) under no circumstances shall this exemption apply to any NRT OP Units or shares of Equity Stock of the Company acquired by Apollo at any time after the date of this Agreement.

2.1        The exemption set forth in Section 1 above (the “ Ownership Limit Waiver ”) shall not be effective if and to the extent that, as a result of Apollo’s ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in an “Apollo Related Tenant” (as defined in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) ) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

2.2        For the Ownership Limit Waiver to be effective, Apollo must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “ Certificate ”), and must deliver such Certificate to the Company. Except as otherwise determined by the

Board of Trustees of the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the shares of Equity Stock of the Company that would otherwise be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

2.3        Apollo shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by an authorized officer of Apollo to the effect that Apollo has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, Apollo will cooperate with the Company in investigating any direct or indirect relationship that Apollo and any Person whose ownership of shares of Equity Stock of the Company would be attributed to Apollo under Section 318(a) of the Code (as modified by Section 856(d)(5) of the Code), may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code) for purposes of determining compliance with the provisions of this Ownership Limit Waiver and in updating the Certificate accordingly. However, the Company’s remedies under this Agreement with respect to Apollo’s representations and covenants set forth in this Agreement and the Certificate shall become effective only if and for the taxable years of the Company during which Apollo requires the exemptions afforded to Apollo under this Agreement (the “ Waiver Period ”).

2.4        For purposes of this Agreement, “ Apollo Related Tenant ” means any entity (x) in which Apollo owns during the Waiver Period (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code), in the case of a corporation, shares equal to or greater than the “Threshold Percentage” (as defined in Section 2.5 herein) of either the total combined voting power of all classes of stock of such entity entitled to vote or the total value of shares of all classes of stock of such entity or, in the case of an entity that is not a corporation, an interest equal to or greater than the Threshold Percentage in the assets or net profits of such entity (such actual or Constructive ownership equal to or greater than the Threshold Percentage being hereinafter called a “ Related Interest ”), (y) from which the Company is or will be deriving rental income (other than a taxable REIT subsidiary, if the requirements of Section 856(d)(8) of the Code are satisfied) and (z) included in the tenant list (the “ Tenant List ”) attached hereto as Exhibit B (or added to such Tenant List pursuant to the next sentence), unless the Board of Trustees of the Company has determined that the Company derives (and is expected to continue to derive) an amount of gross rental income that is sufficiently small so as not to adversely affect the Company’s ability to qualify as a REIT. The Company may add an entity to the Tenant List from time to time by written notice (which may be made by email witih a