8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 10, 2007

LEXINGTON REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland	1-12386	13-3717318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

THE LEXINGTON MASTER LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware	0-50268	11-3636084
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Penn Plaza, Suite 4015, New York, New York 10119-4015

(Address of Principal Executive Offices) (Zip Code)

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

___           Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

___           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 10, 2007, Lexington Realty Trust (the “Trust”), through The Lexington Master Limited Partnership (the “Partnership”) and LMLP GP LLC, a wholly-owned subsidiary of the Partnership (“LMLP GP”), entered into a limited partnership agreement of Net Lease Strategic Assets Fund L.P. (the “Co-Investment Program”), dated as of August 10, 2007 (the “Partnership Agreement”), among LMLP GP, as the general partner, the Partnership, as a limited partner, and Inland American (Net Lease) Sub, LLC (“Inland”), a wholly-owned subsidiary of Inland American Real Estate Trust, Inc.

The Co-Investment Program was formed to invest in specialty single-tenant net leased assets in the United States.

In connection with the formation of the Co-Investment Program, the Partnership agreed to contribute six single tenant net leased assets to the Co-Investment Program pursuant to a contribution agreement, dated as of August 10, 2007 (the “Contribution Agreement”).

Also, in connection with the formation of the Co-Investment Program, the Trust and certain of its subsidiaries agreed to sell and the Co-Investment Program agreed to purchase, 47 primarily single tenant net leased assets pursuant to a purchase and sale agreement, dated as of August 10, 2007 (the “Purchase Agreement”).

The contribution of the six assets and the purchase and sale of the 47 assets, values the 53 assets at approximately $940.0 million.  The table below contains selected information about the 53 assets.  Upon the closing of the acquisition of the 53 assets, the Partnership and Inland will make initial capital contributions to the Co-Investment Program, with the Partnership’s initial capital contribution consisting of cash and the six previously mentioned assets, so that the Partnership and Inland will have percentage interests in the Co-Investment Program of 15% and 85%, respectively.

The acquisition of each of the 53 assets by the Co-Investment Program is subject to satisfaction of conditions precedent to closing, including obtaining financing on certain terms, obtaining certain consents and waivers, the continuing financial solvency of the tenants, certain other customary conditions, and, in the case of one asset, the acquisition of the asset by the Trust.  Accordingly, neither the Trust nor the Partnership can provide any assurance that the acquisition by the Co-Investment Program will be completed. In the event that the Co-Investment Program does not acquire any of the 53 assets by March 1, 2008, the Co-Investment Program will be terminated.

In addition to the initial capital contributions, the Partnership and Inland intend to invest an additional $22.5 million and $127.5 million, respectively, in the Co-Investment Program to acquire additional specialty single-tenant net leased assets.  Assuming mortgage financing of 70% of acquisition cost, the Co-Investment Program will acquire up to $1.4 billion of assets when, and if, fully funded.

Inland and the Partnership are entitled to a return on their respective investments equal to 9% per annum, with Inland’s return having a priority over the Partnership’s return. Following, the 9%

per annum, Inland and the Partnership are entitled to a return of the capital each invested, with Inland’s return of capital having a priority over the Partnership’s return of capital.  Once all capital has been returned, the Partnership will receive certain incentive distributions.

The Partnership Agreement provides each partner with a right of first offer for transfers if either the Partnership or Inland desires to sell its interest in the Co-Investment Program or cause the Co-Investment Program to sell a certain asset.  In addition, the Partnership Agreement contains a buy/sell arrangement in the event either the Partnership or Inland desires to buy the other partner’s interest in the Co-Investment Program or sell its interest in the Co-Investment Program.

The Trust’s wholly-owned taxable real estate investment trust subsidiary, Lexington Realty Advisors, Inc. (“LRA”), has entered into a management agreement with the Co-Investment Program whereby LRA will receive (1) a partnership management fee of 0.375% of the equity capital, (2) a property management fee of up to 3.0% of actual gross revenues from certain assets for which the landlord is obligated to provide property management services (contingent upon the recoverability under the applicable lease), and (3) an acquisition fee of 0.5% of the gross purchase price of each acquired asset by the Co-Investment Program under the terms of the Partnership Agreement.

The foregoing description is qualified in its entirety by reference to the Partnership Agreement, the Contribution Agreement, the Purchase Agreement and the Management Agreement, which are respectively attached as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

Property Location	Tenant/(Guarantor)	Net Rentable Square Feet	Current Term Lease Expiration	Estimated 2008 Cash Rent, Base (000s)	Mortgage Balance at June 30, 2007  (000s)
5201 W. Barraque Street Pine Bluff, Arkansas	Entergy Services, Inc.	27,189	10/31/2010	$192	--
19019 North 59th Avenue Glendale, Arizona	Honeywell, Inc.	252,300	07/15/2011	2,452	$14,179
8555 South River Parkway Tempe, Arizona	ASM Lithography Holding NV	95,133	06/30/2013	2,242	13,430
2005 East Technology Circle Tempe, Arizona	(i)Structure, LLC (Infocrossing, Inc.)	60,000	12/31/2025	1,128	8,367
1440 East 15th Street Tucson, Arizona	Cox Communications, Inc.	28,591	09/30/2016	465	2,280
10419 North 30th Street Tampa, Florida	Time Customer Service, Inc. (Time, Inc.)	132,981	07/31/2010	1,573	7,997
2500 Patrick Henry Parkway McDonough, Georgia	Georgia Power Company	111,911	06/30/2015	1,464	12,288
Westbridge Business Park McDonough, Georgia (1)	Litton Loan Servicing LP (Credit—Based Asset Servicing and Securitization LLC)	62,000	08/31/2017	1,100	--
3265 East Goldstone Drive Meridian, Idaho	Voicestream PCS II Corporation (T-Mobile USA, Inc.)	77,484	06/28/2019	1,227	10,156
9601 Renner Boulevard Lenexa, Kansas	Voicestream PCS II Corporation (T-Mobile USA, Inc.)	77,484	11/01/2019	1,248	10,391

70 Mechanic Street Foxboro, Massachusetts	Invensys Systems, Inc. (Siebe, Inc.)	251,914	07/01/2014	2,991	14,182
First Park Drive Oakland, Maine	Omnipoint Holdings, Inc. (T-Mobile USA, Inc.)	78,610	08/31/2020	1,240	10,300
12000 & 12025 Tech Center Dr. Livonia, Michigan	(Kelsey-Hayes Company	180,230	04/30/2014	1,957	10,532
3943 Denny Avenue Pascagoula, Mississippi	Northrop Grumman Systems Corporation	94,841	10/31/2013	655	--
11707 Miracle Hills Drive Omaha, Nebraska	(i)Structure, LLC (Infocrossing, Inc.)	86,800	11/30/2025	1,167	8,859
29 South Jefferson Road Whippany, New Jersey	CAE SimuFlite, Inc.	76,363	11/30/2021	2,291	16,764
3201 Quail Springs Pkwy. Oklahoma City, Oklahoma (2)	AT&T Wireless Services, Inc./ Jordan Associates	128,500	11/30/2010	685	14,749
2999 SW 6th Street Redmond, Oregon	Voicestream PCS I LLC  (T-Mobile USA, Inc.)	77,484	01/31/2019	1,435	9,678
265 Lehigh Street Allentown, Pennsylvania	Wachovia	71,230	10/31/2010	248	--
420 Riverport Road Kingsport, Tennessee	American Electric Power	42,770	06/30/2013	390	--
2401 Cherahala Boulevard Knoxville, Tennessee	Advance PCS, Inc.	59,748	05/31/2013	900	5,054
1401 & 1501 Nolan Ryan Pkwy. Arlington, Texas	Siemens Dematic Postal Automation, L.P.	236,547	01/31/2014	2,385	21,012
601 & 701 Experian Pkwy. Allen, Texas	Experian Information Solutions, Inc. (TRW Inc.)	292,700	10/15/2010	3,624	30,582
1200 Jupiter Road Garland, Texas (3)	Raytheon Company	278,759	05/31/2011	911	--
2529 West Thorne Drive Houston, Texas	Baker Hughes, Inc.	65,500	09/27/2015	810	7,218
26410 McDonald Road The Woodlands, Texas	Montgomery County Management Company LLC	41,000	10/31/2019	718	7,500
3711 San Gabirel Mission, Texas	Voicestream PCS II Corporation (T-Mobile USA, Inc.)	75,016	06/30/2015	900	6,359
12645 W. Airport Road Sugar Land, Texas	Baker Hughes, Inc.	165,836	09/27/2015	1,952	16,372
11555 University Blvd. Sugar Land, Texas	KS Management Services, LLP (St. Luke’s Episcopal Health System Corporation)	72,683	11/30/2020	1,114	9,812
1600 Eberhardt Road Temple, Texas	Nextel of Texas	108,800	01/31/2016	1,523	8,820
6455 State Hwy 303 NE Bremerton, Washington	Nextel West Corporation	60,200	05/14/2016	1,085	6,519
109 Stevens Street Jacksonville, Florida	Unisource Worldwide, Inc.	168,800	09/30/2009	624	--
359 Gateway Drive Lavonia, Georgia	TI Group Automotive Systems, LLC	133,221	05/31/2000	1,200	9,798
3600 Army Post Rd. Des Moines, Iowa	EDS Information Services LLC (Electronic Data Systems Corporation)	405,000	04/30/2012	2,825	22,510
3600 Southgate Drive Danville, Illinois (4)	Sygma Network, Inc. (Sysco Corporation)	205,150	10/31/2022	1,745	6,228
2935 Van Vactor Drive Plymouth, Indiana	Bay Valley Foods, LLC	300,500	06/30/2015	777	6,615
10000 Business Boulevard Dry Ridge, Kentucky	Dana Corporation	336,350	06/30/2025	1,346	10,910

730 N. Black Branch Road Elizabethtown, Kentucky	Dana Corporation	167,770	06/30/2025	537	4,312
750 N. Black Branch Road Elizabethtown, Kentucky	Dana Corporation	539,592	06/30/2025	2,838	23,029
301 Bill Bryan Boulevard Hopkinsville, Kentucky	Dana Corporation	424,904	06/30/2025	1,687	13,606
4010 Airpark Drive Owensboro, Kentucky	Dana Corporation	251,041	06/30/2025	1,208	9,925
6938 Elm Valley Drive Kalamazoo, Michigan	Dana Corporation	150,945	10/31/2021	1,843	17,359
904 Industrial Road Marshall, Michigan	Tenneco Automotive Operating Company, Inc. (Tenneco Automotive, Inc.)	195,640	08/17/2010	619	--
1901 49th Avenue Minneapolis, Minnesota	Owens Corning Roofing and Asphalt, LLC	18,620	06/30/2015	583	--
324 Industrial Park Road Franklin, North Carolina	SKF USA, Inc.	72,868	12/31/2014	395	1,532
736 Addison Road Erwin, New York	Corning, Inc.	408,000	11/30/2016	1,095	9,548
590 Ecology Lane Chester, South Carolina	Owens Corning	420,597	07/14/2025	2,185	13,232
120 S.E. Parkway Drive Franklin, Tennessee	United Technologies Corp.	289,330	12/31/2008	1,474	--
9220 Grogans Mill Road The Woodlands, Texas	Baker Hughes, Inc.	275,750	09/27/2015	2,934	25,608
2424 Alpine Road Eau Claire, Wisconsin	Silver Spring Gardens, Inc. (Huntsinger Farms, Inc.)	159,000	03/31/2027	930	--
101 Creger Drive Ft. Collins, Colorado	Lithia Motors	10,000	05/31/2012	275	--
11411 N. Kelly Avenue Oklahoma City, Oklahoma	American Golf Corporation	13,924	12/31/2017	475	--
25500 State Hwy 249 Tomball, Texas	Parkway Chevrolet, Inc.	77,076	08/31/2026	1,258	9,354
	Total	8,494,682		$70,925	$466,966

_________________

(1)   The Trust is currently under contract to purchase this asset.  Neither the Trust nor the Partnership can provide any assurance that the Trust will acquire this asset and subsequently sell this asset to the Co-Investment Program.

(2)   The Trust is selling its 40% tenancy-in-common interest in this asset.  Estimated 2008 rent and mortgage balance represent the Trust’s proportionate share.

(3)   The Partnership is contributing its 60.5% interest in this asset.  Estimated 2008 rent and mortgage balance represent the Partnership’s proportionate share.

(4)   Reflects expansion which is expected to be completed by December 31, 2007.

Item 8.01.          Other Events.

On August 13, 2007, the Trust issued a press release announcing the formation of the Co-Investment Program.  A copy of the press release issued August 13, 2007, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.          Financial Statements and Exhibits.

(d)         Exhibits

10.1	Limited Partnership Agreement, dated as of August 10, 2007, among LMLP GP LLC, The Lexington Master Limited Partnership and Inland American (Net Lease) Sub, LLC
10.2	Contribution Agreement, dated as of August 10, 2007, between The Lexington Master Limited Partnership and Net Lease Strategic Assets Fund L.P.
10.3	Purchase and Sale Agreement, dated as of August 10, 2007, between The Lexington Master Limited Partnership and Net Lease Strategic Assets Fund L.P.
10.4	Management Agreement, dated as of August 10, 2007, between Net Lease Strategic Assets Fund L.P. and Lexington Realty Advisors, Inc.
99.1	Press Release issued August 13, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lexington Realty Trust
Date: August 16, 2007
	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

	The Lexington Master Limited Partnership
	By: Lex GP-1 Trust, its general partner
Date: August 16, 2007
	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		President

Exhibit Index

10.1	Limited Partnership Agreement, dated as of August 10, 2007, among LMLP GP LLC, The Lexington Master Limited Partnership and Inland American (Net Lease) Sub, LLC
10.2	Contribution Agreement, dated as of August 10, 2007, between The Lexington Master Limited Partnership and Net Lease Strategic Assets Fund L.P.
10.3	Purchase and Sale Agreement, dated as of August 10, 2007, between The Lexington Master Limited Partnership and Net Lease Strategic Assets Fund L.P.
10.4	Management Agreement, dated as of August 10, 2007, between Net Lease Strategic Assets Fund L.P. and Lexington Realty Advisors, Inc.
99.1	Press Release issued August 13, 2007

EX-10.1

Exhibit 10.1

Execution Copy

LIMITED PARTNERSHIP AGREEMENT

OF

NET LEASE STRATEGIC ASSETS FUND L.P.

Dated as of August 10, 2007

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS  1

Section 1.1 Definitions  1

ARTICLE II FORMATION, DURATION AND PURPOSES; PURCHASE OF INITIAL PROPERTIES  16

Section 2.1 Formation  16

Section 2.2 Name; Registered Agent and Registered Office 16

Section 2.3 Principal Office  16

Section 2.4 Purposes and Business  16

Section 2.5 Term  16

Section 2.6 Other Qualifications  16

Section 2.7 Limitation on the Rights of Partners  17

Section 2.8 Purchase of Qualified Sale Assets  17

Section 2.9 Remuneration To Partners  17

ARTICLE III MANAGEMENT RIGHTS, DUTIES, AND POWERS  OF THE GENERAL PARTNER; TRANSACTIONS INVOLVING PARTNERS 17

Section 3.1 Management  17

Section 3.2 Actions of the General Partner  19

Section 3.3 Authority of the General Partner  19

Section 3.4 Major Decisions  21

Section 3.5 Preliminary and Annual Plans  24

Section 3.6 Qualified Asset Acquisitions  25

Section 3.7 Sale of Qualified Assets  29

Section 3.8 Partnership Indebtedness  29

Section 3.9 Business Opportunity  30

Section 3.10 Payments to the Asset Manager of the General Partner  32

Section 3.11 Exculpation  33

Section 3.12 Indemnification  34

ARTICLE IV BOOKS AND RECORDS; REPORTS TO PARTNERS 35

Section 4.1 Books  35

Section 4.2 Monthly and Quarterly Reports  35

-i-

	TABLE OF CONTENTS
	(continued)
		Page
Section 4.3	Annual Reports	36

Section 4.4 Accountants; Tax Returns  36

Section 4.5 Accounting and Fiscal Year  36

Section 4.6 Partnership Funds  36

Section 4.7 Insurance  37

ARTICLE V CONTRIBUTIONS 37

Section 5.1 Capital Contributions  37

Section 5.2 Preferred Equity Capital Contribution  40

Section 5.3 Return of Capital Contribution  40

Section 5.4 Liability of the Limited Partners  40

Section 5.5 No Third Party Beneficiaries  40

ARTICLE VI MAINTENANCE OF CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES FOR BOOK AND TAX PURPOSES 41

Section 6.1 Capital Accounts  41

Section 6.2 Profits and Losses  42

Section 6.3 Regulatory Allocations  42

Section 6.4 Allocation of Tax Items for Tax Purposes  44

Section 6.5 Tax Matters Partner  45

Section 6.6 Adjustments  45

ARTICLE VII DISTRIBUTIONS 46

Section 7.1 Cash Available for Distributions  46

ARTICLE VIII ARTICLE VIIITRANSFER; REMOVAL OF GENERAL PARTNER 48

Section 8.1 Prohibition on Transfers and Withdrawals by Partners  48

Section 8.2 Removal of LMLP GP as General Partner  48

ARTICLE IX TERMINATION 49

Section 9.1 Dissolution  49

Section 9.2 Termination  51

Section 9.3 Certificate of Cancellation  51

Section 9.4 Acts in Furtherance of Liquidation  51

ARTICLE X REPRESENTATIONS OF THE PARTNERS 51

-ii-

 TABLE OF CONTENTS

 (continued)

  Page

Section 10.1 Representations Of Inland 51

Section 10.2 Representations of the LMLP Partners  52

ARTICLE XI SPECIAL PARTNER RIGHTS AND OBLIGATIONS 54

Section 11.1 Right of First Offer  54

Section 11.2 Buy/Sell  55

Section 11.3 Provisions Applicable to Right of First Offer and Buy/Sell  56

ARTICLE XII GENERAL PROVISIONS 58

Section 12.1 Notices  58

Section 12.2 Governing Laws  59

Section 12.3 Entire Agreement  59

Section 12.4 Waiver  59

Section 12.5 Validity  60

Section 12.6 Terminology; Captions  60

Section 12.7 Remedies Not Exclusive  60

Section 12.8 Action by the Partners  60

Section 12.9 Further Assurances  60

Section 12.10 Liability of the Limited Partners 61

Section 12.11 Binding Effect 61

Section 12.12 Amendments 61

Section 12.13 Counterparts 61

Section 12.14 Waiver of Partition 61

Section 12.15 No Third Party Beneficiaries 61

Section 12.16 Expenses 61

Section 12.17 Jurisdiction; Venue 61

Section 12.18 Jury Waiver 61

Section 12.19 REIT Provisions 61

-iii-

TABLE OF CONTENTS
(continued)
	Page
SCHEDULE 1	NAMES AND CAPITAL COMMITMENT OF PARTNERS/QUALIFIED CONTRIBUTED ASSETS

SCHEDULE 2 ACQUISITION PARAMETERS

SCHEDULE 2.8 QUALIFIED SALE ASSETS

SCHEDULE 3.5 FORM OF ANNUAL PLAN

SCHEDULE 3.8 CROSS-DEFAULT PROVISIONS

SCHEDULE 3.9 LMLP EXISTING JOINT VENTURE EXCLUSIVITY TERMS

SCHEDULE 4.7 INSURANCE REQUIREMENTS

SCHEDULE 5.2 PREFERRED EQUITY ASSETS

EXHIBIT A FORM OF INITIAL ANNUAL PLAN

EXHIBIT B FORM OF CONTRIBUTION AGREEMENT

EXHIBIT C FORM OF MANAGEMENT AGREEMENT

EXHIBIT D FORM OF PURCHASE AGREEMENT

EXHIBIT E FORM OF SP SUBSIDIARY PARTNERSHIP AGREEMENT

EXHIBIT F FORM OF SP SUBSIDIARY LIMITED LIABILITY COMPANY AGREEMENT

EXHIBIT G FORM OF JUNIOR MORTGAGE AGREEMENT

EXHIBIT H FORM OF PLEDGE AGREEMENT

-iv-

LIMITED PARTNERSHIP AGREEMENT

OF

NET LEASE STRATEGIC ASSETS FUND L.P.

THIS LIMITED PARTNERSHIP AGREEMENT (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) of NET LEASE STRATEGIC ASSETS FUND L.P. (the “Partnership”), made and entered into as of August 10, 2007 by and among The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), as a limited partner of the Partnership, LMLP GP LLC, a Delaware limited liability company (“LMLP GP”), as a general partner of the Partnership, and Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”), as a limited partner of the Partnership.

LMLP and Inland are sometimes individually referred to herein as a “Limited Partner” and collectively referred to herein as the “Limited Partners”.  The Limited Partners and the General Partner are sometimes individually referred to herein as a “Partner” and collectively referred to herein as the “Partners”.  LMLP and LMLP GP are sometimes individually referred to herein as a “LMLP Partner” and collectively referred to herein as the “LMLP Partners”.

In consideration of the covenants and agreements set forth herein, the Partners hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1Definitions.  For the purposes of this Agreement, initially capitalized terms used herein shall have the following meanings:

“Acquisition Activities” is defined in Section 3.6(f) hereof.

“Acquisition Costs” is defined in Section 3.6(f) hereof.

“Acquisition Fee” is defined in Section 3.6(g) hereof.

“Acquisition Memorandum” shall mean a memorandum with respect to any Proposed Qualified Asset as provided in Section 3.6(b) hereof.

“Acquisition Parameters” shall mean the guidelines and requirements for any Proposed Qualified Asset that are set forth on Schedule 2 hereto.

“Acquisition Period” shall mean the period commencing on the date first set forth above and ending the earliest of (a) the second anniversary of the date first set forth above and (b) a Removal Event; provided that, if the Acquisition Period has not ended because of a Removal Event, the Acquisition Period may, pursuant to Section 3.4 hereof, be extended for a period of six months.

1

“Act” is defined in Section 2.1 hereof.

“Additional Capital Contribution” is defined in Section 5.1(b) hereof.

“Adjusted Capital Account Deficit” shall mean the deficit balance, if any, in a Partner’s Capital Account at the end of any fiscal year, with the following adjustments:  (a) credit to such Capital Account any amount that such Partner is obligated or deemed obligated to restore under Regulations Section 1.704-1(b)(2)(ii)(c), as well as any additions thereto pursuant to the next to last sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), after taking into account thereunder any changes during such year in Partnership Minimum Gain and in the minimum gain attributable to any Partner Nonrecourse Debt; and (b) debit to such Capital Account the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).  The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent with such intent.

“Affiliate” when used with respect to any particular Person, shall mean (a) any Person or group of Persons acting in concert that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such particular Person, (b) any Person that is an officer, partner, manager, member or trustee of, or serves in a similar capacity with respect to, such particular Person or of which such particular Person is an officer, partner, manager, member or trustee or with respect to which such particular Person serves in a similar capacity, (c) any Person that, directly or indirectly, is the beneficial owner of 10% or more of any class of voting securities of, or otherwise has an equivalent beneficial interest in, such particular Person or of which such particular Person is directly or indirectly the owner of 10% or more of any class of voting securities or in which such particular Person has an equivalent beneficial interest or (d) any relative or spouse of such particular Person.  Notwithstanding the foregoing, (a) neither LMLP nor LMLP GP shall be deemed to be an Affiliate of Inland and (b) Inland shall not be deemed to be an Affiliate of the LMLP Partners.  The definition of “Affiliate” as used in this Agreement shall not be affected by the Regulations under Code Section 752 describing certain “related” parties.

“Agreement” is defined in the Preamble hereto.  This Agreement shall be the “partnership agreement” for the Partnership within the meaning of Section 17-101(12) of the Act.

“Annual Budget” shall mean the annual budget for the Partnership and each Qualified Asset for any fiscal year, including without limitation a reasonable description of the amount, source and character of each item of gross income, expense and services to be rendered in the form attached hereto as Exhibit A, approved by the Executive Committee as provided in Section 3.5 hereof.

“Annual Plan” is defined in Section 3.5(a) hereof.

“Approved Qualified Asset” is defined in Section 3.6(d) hereof.

“Asset Manager” shall mean (i) so long as LMLP GP is the General Partner, Lexington Realty Advisors, Inc. or another Affiliate of LMLP, or (ii) so long as LMLP GP is no

2

longer the General Partner, such other entity, including an Affiliate of Inland, that may be appointed by the Executive Committee, in each case to provide asset management services to the Partnership on market terms if a third party manager is hired or pursuant to the terms of the Management Agreement if an Inland Affiliate.

“Bankruptcy” of the Partnership or a Partner shall be deemed to have occurred upon the happening of any of the following:  (a) the filing of an application by the Partnership or such Partner for, or a consent to, the appointment of a trustee, receiver or liquidator of its assets; (b) the filing by the Partnership or such Partner of a voluntary petition or answer in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as such debts come due or seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (c) the making by the Partnership or such Partner of a general assignment for the benefit of creditors; (d) the filing by the Partnership or such Partner of an answer admitting the material allegations of, or its consenting to or defaulting in answering, a bankruptcy or insolvency petition filed against it in any bankruptcy or similar proceeding; (e) the entry by any court of competent jurisdiction of an order for relief in any bankruptcy or insolvency proceeding involving the Partnership or such Partner or of an order, judgment or decree adjudicating the Partnership or such Partner a bankrupt or insolvent or appointing a trustee, receiver or liquidator of its assets; or (f) the filing by a third party against the Partnership of such Partner of an involuntary petition under any bankruptcy or insolvency law, which petition is not dismissed within sixty (60) days from the date of such filing.

“Book Basis” shall mean, with respect to any asset of the Partnership, the adjusted basis of such asset for federal income tax purposes; provided, however, that (a) if any asset is contributed to the Partnership, the initial Book Basis of such asset shall equal its fair market value on the date of contribution (as agreed to by the Partners), and (b) if the Capital Accounts of the Partners are adjusted pursuant to Treasury Regulations Section 1.704-1(b) to reflect the fair market value of any asset of the Partnership, the Book Basis of such asset shall be adjusted to equal its respective fair market value as of the time of such adjustment (as agreed to by the Partners), in accordance with such Treasury Regulations.  The Book Basis of all assets of the Partnership shall be adjusted thereafter by depreciation or amortization as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and any other adjustment to the basis of such assets other than depreciation or amortization.

“Book Depreciation” shall mean all deductions attributable to the depreciation, amortization or other cost recovery, including additions, of any Qualified Asset or other asset (whether tangible or intangible) acquired by the Partnership that has a useful life in excess of one year, as such deductions are computed for federal income tax purposes; provided, that with respect to any Partnership asset the tax basis of which differs from the Book Value of such asset, Book Depreciation for any period shall equal (a) the sum total of all deductions taken during such period attributable to depreciation, amortization or other cost recovery deduction for federal income tax purposes with respect to such asset, multiplied by (b) the Book Value of such asset divided by the tax basis thereof; providedfurther, that if the depreciation, amortization or other cost recovery deduction for federal income tax purposes with respect to any Partnership asset for any period is zero ($0.00), Book Depreciation shall be determined by the Tax Matters Partner

3

 using any reasonable method selected by the Tax Matters Partner that is based on the Book Value of such asset.

“Book Value” shall mean, with respect to any Partnership asset at any time, the adjusted basis of such asset for federal income tax purposes, except that (a) the initial Book Value of any asset contributed by a Partner to the Partnership shall be the Fair Market Value of such asset, and (b) the Book Value of all Partnership assets shall be adjusted to equal their Fair Market Values, as determined in good faith by the General Partner, upon the occurrence of certain events as described below.  In either case, the Book Value of Partnership assets shall thereafter be adjusted for Book Depreciation taken into account with respect to such asset.  Provided the Tax Matters Partner makes an election to do so as provided under Section 1.704-1(b)(2)(iv)(f) of the Regulations, the Book Value of Partnership assets shall be adjusted to equal their Fair Market Value, as determined in good faith by the General Partner, as of the following times to which the election relates:  (a) the admission of a new Partner to the Partnership or acquisition by an existing Partner of an additional interest in the Partnership, provided that the consideration contributed to the Partnership upon such admission or acquisition is more than a de minimis amount of money or assets; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of money or other assets; and (c) the termination of the Partnership for federal income tax purposes pursuant to Code Section 708(b)(1)(B).

The Book Value of all Partnership assets shall also be increased (or decreased) to the extent that adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b) have been taken into account for purposes of determining Capital Accounts in accordance with Regulation Section 1.704-1(b)(2)(iv)(m), unless such adjustments have already been accounted for pursuant to the preceding paragraph.  If the Book Value of an asset has been determined or adjusted pursuant hereto, such value shall thereafter be the basis for, and be adjusted by, the depreciation taken into account with respect to, such asset for purposes of computing Profits and Losses.  Moreover, notwithstanding the foregoing, the Book Value of any Partnership asset distributed to any Partner shall be the gross Fair Market Value of such asset on the date of distribution.

“Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

“Buy/Sell Asset” is defined in Section 11.2(a) hereof.

“Buy/Sell Notice” is defined in Section 11.2(a) hereof.

“Buy/Sell Offer Price” is defined in Section 11.2(a) hereof.

“Buy/Sell Offering Partner” is defined in Section 11.2(a) hereof.

“Buy/Sell Responding Interest Price” is defined in Section 11.2(c) hereof.

“Buy/Sell Responding Partner” is defined in Section 11.2(a) hereof.

“Buy/Sell Response Notice” is defined in Section 11.2(a) hereof.

4

“Capital Account” shall mean, with respect to any Partner, the separate “book” account which the Partnership shall establish and maintain for such Partner as provided in Section 6.1 hereof and in accordance with Section 704(b) of the Code and Regulations Section 1.704-1(b)(2)(iv) and such other provisions of Section 1.704-1(b) of the Regulations as must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of said Regulations.  In furtherance of the foregoing, the Capital Accounts shall be maintained in compliance with Section 1.704-1(b)(2)(iv) of the Regulations, and the provisions hereof shall be interpreted and applied in a manner consistent therewith.

“Capital Call” is defined in Section 5.1(b) hereof.

“Capital Commitment” shall mean, with respect to each Partner, the amount set forth opposite its name on Schedule 1 hereto, as such Schedule may be amended or modified from time to time upon the Partners’ unanimous consent.  Any payment of the Acquisition Fees by Inland shall decrease Inland’s Capital Commitment, and, in such event, LMLP’s Capital Commitment shall be decreased by 17.65% of the amount Inland’s Capital Commitment is decreased. 

“Capital Contribution” shall mean, (a) at formation of the Partnership, the Initial Capital Contributions set forth on Schedule 1 hereto, and (b) at any particular time thereafter and with respect to any Partner, an amount equal to the sum of (a) the total amount of cash and (b) the Fair Market Value of any asset (determined as of the date such asset is contributed by such Partner and net of any liabilities secured by such asset that the Partnership is considered to assume or take subject to under Section 752 of the Code), that has in each case been contributed to the Partnership by such Partner pursuant to Section 5.1 hereof.

“Change of Control” shall be deemed to occur upon (a) any Person (and its Affiliates) becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding partnership interests in LMLP (other than an LMLP Affiliated Party) and (b) the resignation or removal (including death or permanent disability) of at least two of the following individuals from the management of LMLP: Michael L. Ashner, E. Robert Roskind and T. Wilson Eglin.

“Closing” is defined in Section 11.3(c) hereof.

“Closing Date” is defined in Section 11.3(c) hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of future laws.

“Contributed Asset” is defined in the Contribution Agreement.

“Contribution Agreement” shall mean the agreement pursuant to which LMLP contributes the Qualified Contribution Assets to the Partnership pursuant to Section 5.1 hereof and shall be in the form attached as Exhibit B to this Agreement.

“CPI” shall mean the Revised Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S.  City

5

Average, All Items, based on 2002 as 100.  If the CPI hereafter ceases to use the 2002 Base as 100, then the CPI with the new base shall be used.  If the Bureau of Labor Statistics ceases to publish the CPI, then the successor or most nearly comparable index shall be used.  In the event that the U.S.  Department of Labor, Bureau of Labor Statistics, changes the publication frequency of the CPI so that it is not available when required under the Agreement, then the CPI for the closest preceding month for which a CPI is available shall be used in place of the CPI no longer available.

“Default Sale Period” is defined in Section 11.3(d) hereof.

“Defaulting Partner” is defined in Section 11.3(b) hereof.

“Deposit” is defined in Section 5.1(d) hereof.

“Distributable Cash” shall mean the amounts distributed pursuant to Sections 7.1(a)(i) and (ii) hereof.

“Economic Interest” shall mean, with respect to any Percentage Interest, (a) all income, profits, cash flow, proceeds of sales and/or refinancing of the Qualified Assets, fees or payments of whatever nature and all distributions to which any Partner would be entitled, now or at any time hereafter, of whatsoever description or character; (b) all of any Partner’s present and future rights to and in its Capital Account, whether by way of liquidating distributions or otherwise, and all of such Partner’s right to receive or share in any surplus of the Partnership in the event of the dissolution of the Partnership; and (c) all damages, awards, money and considerations of any kind or character to which any Partner would be entitled, now or at any time hereafter, arising out of or derived from any proceeding by or against such Partner in any federal or state court, under any bankruptcy or insolvency law or under any law relating to assignments for the benefit of creditors, compositions, extensions or adjustments of indebtedness, or to any other relief of debtors, or otherwise in connection with its interest in the Partnership.

“Economic Risk of Loss” shall have the meaning specified in Regulations Section 1.752-2.

“Enhanced Preferred Equity Return” shall mean the Preferred Equity Return plus 400 basis points.

“Environmental Assessment” shall mean with respect to any Proposed Qualified Asset, a phase one environmental site assessment performed by a qualified environmental consultant selected by the General Partner in accordance with the then current ASTM Standard Practice for Environmental Site Assessments, E1527 and, if required by the General Partner, any additional Phase II sampling, investigation, monitoring or other activities performed by a qualified environmental consultant.

“Environmental Law” shall mean every federal, state, county or other governmental law, statute, ordinance, rule, regulation, requirement, order (including any consent order), or other binding obligation, injunction, writ or decision relating to or addressing the environment or hazardous materials, including, but not limited to, those federal statutes

6

commonly referred to as the Clean Air Act, Clean Water Act, Resource Conservation Recovery Act, Toxic Substances Control Act, Comprehensive Environmental Response, Compensation and Liability Act and the Endangered Species Act as well as all regulations promulgated thereunder and all state laws and regulations equivalent thereto, as each such statute, regulation or state law or regulation equivalent may be amended from time to time.

“Equity Capital” shall mean the book equity of the Partnership, computed in accordance with GAAP and based on the monthly average over the fiscal year, adjusted to exclude the effect of any depreciation, unrealized gains, unrealized losses and other non-cash items.  For realized gains or losses, the amount of gain or loss shall be based on unadjusted book value.

“Event of Default” shall mean with respect to or by any Partner (a) the declaration of Bankruptcy, (b) a failure to timely perform its obligations under this Agreement (or with respect to the LMLP Partners, the failure by an LMLP Affiliated Party to timely perform its obligations under the Contribution Agreement, the Purchase Agreement or the Management Agreement), including the failure of the General Partner to timely enforce any material term of the Management Agreement, or other material breach of this Agreement (or with respect to the LMLP Partners, any other material breach by an LMLP Affiliated Party of a material provision of the Contribution Agreement, the Purchase Agreement or the Management Agreement) and the continuation of such failure or other material breach beyond the applicable grace, notice or cure periods, if any, including, without limitation, the obligation to make any Additional Capital Contributions, (c) any attempted assignment, mortgage, pledge, transfer or other disposition, whether voluntary or involuntary, of its Percentage Interests (in whole or in part) not expressly permitted in this Agreement, (d) the dissolution, withdrawal or incapacity of such Partner, which prohibits such Partner’s ability to continue as a Partner of the Partnership, (e) the intentional misrepresentation by such Partner or any of its Affiliates of a material fact involving the Partnership to another Partner or an Affiliate thereof or to the Partnership, (f) the entry of a final judgment or decree of a court or governmental agency having proper jurisdiction, declaring such Partner guilty of a felony involving moral turpitude, fraud or wrongdoing in connection with any business activity, (g) the misapplication by such Partner or any of its Affiliates of any assets of the Partnership, or (h) fraud or material and willful misconduct by such Partner or any of its Affiliates involving the Partnership or in the performance of its obligations under this Agreement or the Management Agreement, Contribution Agreement or Purchase Agreement.  The matters set forth in clauses (b), (c), (e), (f), (g) and (h) above shall not constitute an Event of Default if such matter does not pertain to wrongdoing involving a criminal conviction and such matter is cured (including the payment of any damages) within thirty (30) days following receipt of notice of such failure from any other Partner, unless such matter by its very nature is incapable of being cured within such thirty (30) day period and the defaulting Partner has commenced and is diligently pursuing a cure, in which event such defaulting Partner shall have a commercially reasonable period not to exceed ninety (90) days to effect such cure; provided that in the case of matters set forth in (f), (g) and (h), the cure shall include the removal of the employees or agents involved in such event from the active management of the Partnership.  So long as LMLP GP is the General Partner, a breach of Section 3.8(a) or Section 12.19 shall be considered an Event of Default by LMLP, unless such breach (i) has been cured within ninety (90) days of such breach and a similar breach of Section 3.8(a) has not occurred in the previous twelve (12) months in the case of Section 3.8(a), (ii) was directly and proximately caused by an action approved by a

7

Supermajority Vote of the Executive Committee or consented to by Inland and Inland had knowledge of the possibility of such breach.

“Executive Committee” shall mean a committee of five (5) members, consisting of three (3) members appointed by LMLP and two (2) members appointed by Inland.  The initial members of the Executive Committee appointed by the LMLP Partners shall be Michael L. Ashner, T. Wilson Eglin and Brendan P. Mullinix.  The initial members of the Executive Committee appointed by Inland shall be Lori Foust and Thomas McGuinness.

“Exclusivity Right” is defined in Section 3.9(a)(ii) hereof.

“Existing Indebtedness” shall mean the existing indebtedness encumbering the Qualified Contribution Assets and the Qualified Sale Assets, the principal balances as of August 1, 2007 are respectively set forth on Schedules 1 and 2.8 hereto.

“Extraordinary Call” is defined in Section 5.1(c) hereof.

“Extraordinary Call Cap” is defined in Section 5.1(c) hereof.

“Extraordinary Capital Contribution” is defined in Section 5.1(c) hereof.

“Extraordinary Funding” is defined in Section 5.1(c) hereof.

“Fair Market Value” shall mean an amount (in cash) that a bona fide, willing buyer under no compulsion to buy and a bona fide, willing and unrelated seller under no compulsion to sell would pay and accept, respectively, for the purchase and sale of a Qualified Asset, taking into account any liens, restrictions and agreements then in effect and binding upon the Qualified Asset or any successor owner thereof and any options, rights of first refusal or offer or other rights or options that either burden the Qualified Asset or run to the benefit of the owner of the Qualified Asset; provided, however, that in determining the Fair Market Value of any Qualified Asset, none of the options, rights of first refusal or offer or other rights of the Partners hereunder shall be taken into consideration.

“General Partner” shall mean the Person appointed general partner of the Partnership pursuant to the terms of this Agreement. The initial General Partner shall be LMLP GP.

“Gross Revenues” is defined in Section 3.10(a) hereof.

“IMBC” is defined in Section 3.8(f) hereof.

“Indemnified Party” is defined in Section 3.12(a) hereof.

“Initial Capital Contribution” shall mean, (a) with respect to Inland, the amount of cash and (b) with respect to each LMLP Partner, the amount of cash and/or the amount of the Contribution Value (as defined in the Contribution Agreement), in each case as pursuant to Section 5.1 hereof and made prior to March 1, 2008 and as set forth on Schedule 1 hereto, which shall be amended and restated to reflect each such contribution.

8

“Initiating Partner” is defined in Section 11.3(f) hereof.

“Inland” is defined in the Preamble hereto.

“Inland Priority Return” is defined in Section 7.1(a)(i)(B) hereof.

“Letter Agreement” shall mean that certain Letter Agreement, dated as of the date first set forth above, among Inland, LMLP and LMLP GP.

“Limited Partner” is defined in the Preamble hereto.

“Liquidating Events” is defined in Section 9.1 hereof.

“Liquidation” shall mean (a) when used with respect to the Partnership, the date upon which the Partnership ceases to be a going concern, and (b) when used with respect to any Partner, the earlier of (i) the date upon which there is a Liquidation of the Partner and (ii) the date upon which such Partner’s entire interest in the Partnership is terminated other than by transfer, assignment or other disposition to a Person other than the Partnership.

“Liquidator” shall mean any Person designated as such by a Supermajority Vote of the Executive Committee.

“Losses” and“Profits” are defined in Section 6.2(b) hereof.

“LMLP” is defined in the Preamble hereto.

“LMLP Affiliated Party” shall mean any LMLP Partner, the Asset Manager and/or any of their respective Affiliates (but shall in no event include the Partnership, any SP Subsidiary, Inland or any of its Affiliates).

“LMLP GP” is defined in the Preamble hereto.

“LMLP Partner” is defined in the Preamble hereto.

“LMLP Priority Return” is defined in Section 7.1(a)(i)(C) hereof.

“LMLP Sale Affiliates” shall mean the LMLP Affiliates set forth on Schedule 2.8 hereto that are selling the Qualified Sale Assets to the Partnership pursuant to Section 2.8 hereof.

“LXP” shall mean Lexington Realty Trust, a Maryland real estate investment trust, or its successors or assigns.

“Major Decision” is defined in Section 3.4 hereof.

“Majority Vote” shall mean the written consent of three (3) of the five (5) members of the Executive Committee.

9

“Management Agreement” shall mean the agreement between the Asset Manager and the Partnership which shall be substantially in the form attached hereto as Exhibit C, and which shall provide that the Management Agreement may be terminated by the Partnership at any time and the terms of which shall be monitored and enforced by the General Partner.

“Management Fees” shall mean the Property Management Fee and the Partnership Management Fee.

“Material Modification” shall mean a modification relating to the treatment of Capital Accounts, distributions and/or allocations hereunder which, when considered on a cumulative basis with the effect of all other such modifications previously made, is likely to adversely affect the amount ultimately distributable or paid to any Partner hereunder as determined by the independent accountants of the Partnership.

“Net Cash Flow from Operations” shall mean the gross revenues from Partnership operations (excluding sales or other dispositions or refinancings of Qualified Assets) less, without duplication, the sum of any portion thereof used to (a) pay Operating Expenses, general and administrative costs and overhead of the Partnership, capital improvements, replacements or debt payments, any Management Fees payable to the General Partner or Asset Manager pursuant to Section 3.10 hereof, any credits reserved pursuant to Section 3.10 hereof, indemnities and other extraordinary payments made pursuant to this Agreement or to (b) establish reasonable reserves for Operating Expenses, capital improvements, replacements, debt payments and contingencies as provided in the Annual Plan, as such reserves are calculated, established and maintained by the General Partner pursuant to Section 3.4.  “Net Cash Flow from Operations” shall not be reduced by real estate depreciation or by cost amortization, cost recovery deductions or similar allowances, but shall be increased by any reduction of reserves previously described in an Annual Plan.

“Net Cash from Sales or Refinancings” shall mean the gross cash proceeds from the sale or other disposition or refinancing or repayment or exercise of Qualified Assets less (a) any closing, transaction and other costs incurred by the Partnership in connection with such sale or other disposition or refinancing or repayment or exercise, as the case may be; (b) the amount required to retire any debt outstanding against such Qualified Assets; and (c) any amounts required to fund any related reserves up to the levels required.  Net Cash from Sales or Refinancings shall be increased by releases of reserves previously funded from Net Cash from Sales or Refinancings.  “Net Cash from Sales or Refinancings” shall include all principal and interest payments made with respect to any note or other obligation received by the Partnership in connection with the sale or other disposition of any Qualified Asset.

“9% Cash on Cash Return” shall mean, with respect to either Inland or LMLP a return sufficient to achieve a 9% cash on cash yield calculated by dividing (a) Distributable Cash distributed to such Partner by (b) the Capital Contributions (including credited amounts under Section 3.10 hereof) made, plus, (i) solely with respect to Inland, the Acquisition Fees (if any) paid by Inland, or (ii) solely with respect to LMLP, 17.65% of the amount the Acquisition Fees (if any) paid by Inland.

10

“Nonrecourse Liability” shall mean any Partnership liability (or portion thereof) the Economic Risk of Loss of which is not borne by any Partner or any party related to any Partner, as such related party is described in the applicable Regulations under Code Section 752.

“Non-Parameter Asset” is defined in Section 3.6(c) hereof.

“Offer Price” shall mean the ROFO Offer Price or the Buy/Sell Offer Price, as applicable.

“Offered Agreement” is defined in Section 11.2(a) hereof.

“O.P. Unit” shall mean a partnership interest in a partnership in which LXP or its Affiliate is a partner.

“Operating Expenses” shall mean (a) all reasonable and customary costs and expenses of Third Parties retained in connection with the ownership, leasing, operation, repair and maintenance of the Qualified Assets and (b) real estate taxes, insurance premiums, utility charges, rent collection and lease enforcement costs, brokerage commissions to the extent applicable to the period in question (but excluding any Acquisition Fees payable to the Asset Manager under Section 3.6(g) hereof), maintenance expenses, costs of repairs and replacements (which, under generally accepted accounting principles consistently applied, may be expensed during the period when made) and management fees (including any Management Fees payable to the Asset Manager pursuant to Section 3.10 hereof) in connection with the ownership, leasing, operation, repair and maintenance of the Qualified Assets.  Operating Expenses shall not include general and administrative costs and overhead of the Partnership and debt payments.

“Other Partner(s)” in respect of either or both of the LMLP Partners shall mean Inland and in respect of Inland shall mean either or both of the LMLP Partners.

“Partially Adjusted Capital Account” shall mean, with respect to any Partner for any taxable year of the Partnership, the Capital Account balance of such Partner at the beginning of such year, adjusted for all contributions and distributions during such year and all special allocations pursuant to Section 6.3 hereof with respect to such year but before giving effect to any allocations pursuant to Section 6.2 hereof with respect to such year.

“Partner” is defined in the Preamble hereto.

“Partner Nonrecourse Debt” shall have the meaning set forth in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” shall have the meaning set forth in Regulations Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” is defined in Section 6.3(d) hereof.

“Partnership” is defined in the Preamble hereto.

“Partnership Management Fee” is defined in Section 3.10(b) hereof.

11

“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) and (d) of the Regulations.

“Percentage Interest” shall mean the entire undivided ownership interest in the Partnership of any Partner at any particular time, (a) expressed as a percentage rounded to the nearest one one-hundredth (0.01%), (b) determined at such time by dividing the total Capital Contributions made by such Partner by the total Capital Contributions made to the Partnership by all Partners and (z) as may be adjusted from time to time in accordance with the terms hereof.  The Percentage Interest of each Partner as of the date first set forth above shall be as described on Schedule 1 hereto.

“Permitted Expenses” shall mean, for each annual period covered by an Annual Plan, Operating Expenses, capital improvements, replacements and debt payments as set forth therein plus, with respect to each budget line item in the Annual Budget portion of such Annual Plan, the greater of (a) five percent (5%) of each such budget line item or (b) Twenty Thousand Dollars ($20,000.00); provided, however, that the aggregate Permitted Expenses (other than the Management Fees payable to the Asset Manager pursuant to Section 3.10 hereof), when added to all other obligations incurred or reserve amounts accrued in excess of the applicable budget line items in such Annual Budget portion of the Annual Plan, shall not exceed (i) One Hundred Thousand Dollars ($100,000) in any fiscal year for a particular Qualified Asset or (ii) an average (taking into account all Qualified Assets then owned by the Partnership) of Fifty Thousand Dollars ($50,000) per Qualified Asset.  Permitted Expenses shall also mean (a) all reasonable and customary costs and expenses of Third Parties retained in connection with the Acquisition Activities as provided in Section 3.6(f) hereof, (b) any reasonable costs or expenses incurred in implementing a Major Decision approved as provided in Section 3.4 hereof and not otherwise already included in an Annual Plan, and (c) costs and expenses incurred by and on behalf of the Partnership in connection with the formation of the Partnership, including legal fees and costs and expenses associated with assumption or refinancing the Existing Indebtedness, but excluding fees and expenses set forth in Section 12.16 hereof.

“Person” shall mean any individual, trust (including a business trust), unincorporated association, corporation, limited liability company, joint stock company, general partnership, limited partnership, joint venture, governmental authority or other entity.

“Physical Inspection Report” shall mean a report prepared by a qualified independent third party engineer, architect or other real estate inspector selected by the General Partner concerning the physical condition of any Proposed Qualified Asset.

“Plan Amendment” is defined in Section 3.5(c).

“Preferred Equity” shall mean the Preferred Equity Capital Contribution by LMLP pursuant to Section 5.2 hereof and allocated among the Preferred Equity Assets as reasonably determined by LMLP.

.“Preferred Equity Asset” shall mean a Qualified Sale Asset described on Schedule 5.2 hereof and shall not include any Qualified Refi Asset.

12

“Preferred Equity Capital Contribution” shall mean the cash contributed to the Partnership by LMLP pursuant to Section 5.2 hereto.

“Preferred Equity Return” shall mean a cumulative distribution on the outstanding Preferred Equity paid quarterly in accordance with Section 7.1 hereof at a rate per annum equal to the weighted average interest rate on the mortgage financing to be secured by the Qualified Refi Assets or the Enhanced Preferred Equity Return, as applicable.

“Priority Loan” is defined in Section 5.1(a) hereof.

“Priority Return” shall mean the Inland Priority Return and/or the LMLP Priority Return, as applicable.

“Profits” and “Losses” are defined in Section 6.2(b) hereof.

“Property Management Fee” is defined in Section 3.10(a) hereof.

“Proposed Plan” is defined in Section 3.5(a) hereof.

“Proposed Qualified Asset” is defined in Section 3.6(a) hereof.

“Purchase Agreement” shall mean the agreement pursuant to which the Partnership purchases the Qualified Sale Assets from the LMLP Sale Affiliates pursuant to Section 2.8 hereof and each such Purchase Agreement shall be in the form attached as Exhibit D to this Agreement.

“Purchasing Partner” shall mean the purchasing Partner under Section 11.1 or Section 11.2 hereof, as the case may be.

“Purchase Price” shall mean (a) with respect to each Qualified Contribution Asset, the Contribution Value which will be set forth on Schedule 1 to the Contribution Agreement upon acquisition of the Qualified Contribution Asset, (b) with respect to each Qualified Sale Asset, the Sales Price which will be set forth on Schedule 1 to the Purchase Agreement upon acquisition of the Qualified Sale Asset, and (c) with respect to each other Qualified Asset, the gross purchase cost of the Qualified Asset.

“Qualified Contribution Assets” shall mean the assets set forth on Schedule 1, each of which shall be a Qualified Asset upon contribution to the Partnership pursuant to a Contribution Agreement and Section 5.1(a) hereof.

“Qualified Asset” or “Qualified Assets” shall mean the direct or indirect interest of the Partnership in (a) each Approved Qualified Asset and Non-Parameter Asset acquired by the Partnership pursuant to Section 3.6 hereof, and (b) the Qualified Contribution Assets and the Qualified Sale Assets.

“Qualified Assumed Assets” shall mean the Qualified Contribution Assets and the Qualified Sale Assets set forth on Schedule 3.8 hereto under the heading “Qualified Assumed Assets.”

13

“Qualified Refi Assets” shall mean the Qualified Contribution Assets and the Qualified Sale Assets set forth on Schedule 3.8 hereto under the heading “Qualified Refi Assets.”

“Qualified Sale Assets” shall mean the interests of the LMLP Sale Affiliates in the assets set forth on Schedule 2.8, each of which shall be a Qualified Asset upon acquisition by the Partnership pursuant to a Purchase Agreement.

“Recoverable Amounts” is defined in Section 3.10(a) hereof.

“Regulations” shall mean the income tax regulations promulgated under the Code, whether temporary, proposed or finalized, as such regulations may be amended from time to time (including corresponding provisions of future regulations).

“Regulatory Allocations” is defined in Section 6.3(f) hereof.

“REIT” shall mean “real estate investment trust” within the meaning of Sections 856-860 of the Code.

“Removal Event” shall mean (a) an Event of Default caused by an LMLP Partner or an LMLP Affiliated Party or (b) a Change of Control.

“Required Third Party Price” is defined in Section 11.1(a) hereof.

“Responding Partner” shall mean the ROFO Responding Partner or the Buy/Sell Responding Partner, as applicable.

“Rights Trigger Date” shall mean the earliest of the following: (a) the fourth anniversary of the date first set forth above; (b) an Event of Default; (c) a Change of Control; (d) termination of the Management Agreement by the Partnership; and (e) a Removal Event.

“ROFO Notice” is defined in Section 11.1(a) hereof.

“ROFO Offer Price” is defined in Section 11.1(a) hereof.

“ROFO Offering Partner” is defined in Section 11.1(a) hereof.

“ROFO Responding Partner” is defined in Section 11.1(a) hereof.

“ROFO Response Notice” is defined in Section 11.1(a) hereof.

“ROFO Terms” is defined in Section 11.1(a) hereof.

“Section 704(c) Property” shall mean (a) each item of property to which Section 704(c) of the Code or Section 1.704-3(a)(3) of the Regulations applies that is contributed to the Partnership, and (b) any property owned by the Partnership which is governed by the principles of Section 704(c) of the Code, as contemplated by Section 1.704-1(b)(4)(i) and other analogous provisions of the Regulations.

14

“Selling Partner” shall mean the selling Partner under Section 11.1 or Section 11.2 hereof, as the case may be.

“SP Subsidiary” shall mean an entity selected by the General Partner which shall be wholly-owned (directly or indirectly) by the Partnership, the purpose of which is limited to acquiring, financing, holding for investment, preserving, managing, operating, improving, leasing, selling, exchanging, transferring and otherwise using or disposing of a Qualified Asset or Qualified Assets.

“SP Subsidiary Limited Liability Company Agreement” shall mean the limited liability company agreement of an SP Subsidiary that is the general partner of another SP Subsidiary, which, except as provided in Section 3.4 hereof, shall be substantially in the form attached hereto as Exhibit E.

“SP Subsidiary Partnership Agreement” shall mean the limited partnership agreement of an SP Subsidiary that is the owner of a Qualified Asset, which, except as provided in Section 3.4 hereof, shall be substantially in the form attached hereto as Exhibit F.

“SP Subsidiary Agreements” shall mean the SP Subsidiary Limited Liability Company Agreements and the SP Subsidiary Partnership Agreements.

Supermajority Vote” shall mean the written consent of four (4) of the five (5) members of the Executive Committee.

“Target Account” shall mean, with respect to any Partner for any taxable year of the Partnership, the excess of (a) an amount (which may be either a positive balance or a negative balance) equal to the hypothetical distribution (or contribution) such Partner would receive (or contribute) if all assets of the Partnership, including cash, were sold for cash equal to their Book Basis (taking into account any adjustments to Book Basis for such year), all liabilities (including prepayment penalties, yield maintenance fees and similar costs) of the Partnership were then satisfied according to their terms (except that if the nonrecourse liabilities secured by an asset exceed the Book Basis of such asset, such calculation shall be made assuming that the asset were transferred to the lender in satisfaction of the debt) and all remaining proceeds from such sale were distributed pursuant to Section 9.2 over (b) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain immediately prior to such sale.

“Tax Depreciation” shall mean with respect to any property owned by the Partnership depreciation, accelerated cost recovery, or modified cost recovery, and any other amortization or deduction allowed or allowable for federal, state or local income tax purposes.

.“Tax Matters Partner” is defined in Section 6.5 hereof.

“Third Parties” shall mean consultants, engineers, environmental consultants, accountants, attorneys, contractors and subcontractors, brokers or managers, but excluding any LMLP Affiliated Party.

“Third Party Sale Period” is defined in Section 11.1(b) hereof.

15

ARTICLE II
FORMATION, DURATION AND PURPOSES; PURCHASE OF INITIAL
PROPERTIES

Section 2.1Formation.  Pursuant to the Delaware Revised Uniform Limited Partnership Act, codified in the Delaware Code Annotated, Title 6, Sections 17-101 to 17-1111, as the same may be amended from time to time (the “Act”), the Partners agree to form and hereby form the Partnership by entering into this Agreement.  The Partners hereby acknowledge that a certificate of limited partnership has been executed and filed in the office of the Delaware Secretary of State on the date hereof.  The execution and filing of such certificate of limited partnership with the Delaware Secretary of State is hereby authorized, ratified and approved by the Partners.  The rights, liabilities and obligations of any Partner with respect to the Partnership shall be determined in accordance with the Act and this Agreement.  To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability, or obligation arising under the Act, this Agreement shall supercede the Act to the extent not restricted thereby.

Section 2.2Name; Registered Agent and Registered Office.  The name of the Partnership and the name under which the business of the Partnership shall be conducted shall be “Net Lease Strategic Assets Fund L.P.”  The registered agent of the Partnership shall be Corporation Service Company, and the registered office of the Partnership shall be at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.  The General Partner may select another such registered agent or registered office from time to time.

Section 2.3Principal Office.  The principal place of business and office of the Partnership shall be located at c/o The Lexington Master Limited Partnership, One Penn Plaza, Suite 4015, New York, New York 10119-4015, or at such other place as the General Partner may determine from time to time.  The business of the Partnership may also be conducted at such additional place or places as the General Partner may determine.

Section 2.4Purposes and Business.  The business of the Partnership is to, directly or indirectly, acquire, finance, refinance, hold for investment, preserve, manage, operate, improve, lease, sell, exchange, transfer and otherwise use or dispose of the Qualified Assets as may be, directly or indirectly, acquired by the Partnership from time to time pursuant to the terms hereof, which Qualified Assets may be located anywhere in the United States.  In connection therewith and without limiting the foregoing, the Partnership shall have the power to dispose of the Qualified Assets in accordance with the terms of this Agreement and to engage in any and all activities related or incidental thereto, all for the benefit of the Partners.  

Section 2.5Term.  The term of the Partnership shall commence on the date of this Agreement and shall continue in full force and effect until terminated pursuant to the terms hereof.  No Partner may withdraw from the Partnership without the prior consent of the General Partner, other than as expressly provided in this Agreement.

Section 2.6Other Qualifications.  The Partnership shall file or record such documents and take such other actions under the laws of any jurisdiction in which

16

the Partnership does business as are necessary or desirable to permit the Partnership to do business in any such jurisdiction and to promote the limitation of liability for the Partners in any such jurisdiction.

Section 2.7Limitation on the Rights of Partners.  Except as otherwise specifically provided in this Agreement, (a) no Partner shall have the right to withdraw or retire from, or reduce its contribution to the capital of, the Partnership; (b) no Partner shall have the right to demand or receive assets other than cash in return for its Capital Contribution; and (c) no Partner shall have priority over any other Partner either as to the return of its Capital Contribution or as to profits or distributions.

Section 2.8Purchase of Qualified Sale Assets.  Contemporaneously with the execution of this Agreement, the LMLP Sale Affiliates will agree to sell, and the Partnership will agree to purchase the Qualified Sale Assets pursuant to the Purchase Agreements described on Schedule 2.8 hereto at the purchase prices set forth on Schedule 2.8 hereto.  In the event the Qualified Sale Asset located at 3600 Southgate Drive, Danville, Illinois is acquired by the Partnership pursuant to a Purchase Agreement, LMLP shall be solely responsible for and shall pay directly the costs incurred to complete the currently contemplated 55,000 square foot expansion at such Qualified Asset as shown on Schedule 2.8; provided, LMLP shall only be responsible for such costs up to $1.8 million and shall not be responsible for any change orders to the current plans and specifications for such expansion.

Section 2.9Remuneration To Partners.  No Partner is entitled to remuneration for acting on behalf of the Partnership.  Except as otherwise authorized in this Agreement, including but not limited to Sections 3.6 and 3.10, no Partner is entitled to remuneration for acting in the Partnership business.

ARTICLE III

MANAGEMENT RIGHTS, DUTIES, AND POWERS

OF THE GENERAL PARTNER; TRANSACTIONS INVOLVING
PARTNERS

Section 3.1Management.

(a)Management by the General Partner.  LMLP GP shall be the General Partner until (x) a Removal Event, or (y) LMLP GP resigns as the General Partner.  The General Partner shall manage the investments, business and day-to-day affairs of the Partnership and shall be responsible for acquisitions and dispositions of Qualified Assets, subject, however, to the provisions of Section 3.4 hereof with respect to Major Decisions, of Section 3.6, Section 3.7 and Article XI hereof with respect to the acquisition or sale of Qualified Assets and any other provisions of this Agreement concerning the investments, business and day-to-day affairs of the Partnership.  The General Partner shall use commercially reasonable efforts to manage the investments, business and day-to-day affairs of the Partnership in accordance with the Annual Plan approved in accordance with Section 3.5 hereof.  Any action taken by the General Partner in accordance with the terms of this Agreement shall constitute the act of and serve to bind the Partnership.  The General Partner may delegate certain of the tasks that are to be performed in connection with the acquisition of Qualified Assets, the management of the

17

Qualified Assets or the business and day-to-day affairs of the Partnership.  Any such delegation to third parties provided in the previous sentence shall be at the cost of the General Partner and supervised by the General Partner and such delegation shall not relieve the General Partner of any of its obligations hereunder.  Any right of any Partner to consent to any action requiring its consent hereunder shall not be diminished or otherwise affected by such delegation.

(b)Delegation to the Executive Committee.

(i)The Executive Committee shall be delegated the authority to exercise the authority conferred on it by this Agreement.  No member of the Executive Committee shall (x) have any interest in or rights under this Agreement, (y) be admitted as a substitute for any Partner or (z) have any of the rights of a Partner under the Act or this Agreement.

(ii)Action requiring a Supermajority Vote by the Executive Committee shall be taken without a meeting by a consent in writing setting forth the action taken, which shall be signed by at least four (4) of the five (5) members of the Executive Committee.  Action requiring a Majority Vote of the Executive Committee shall be taken at a special meeting of the Executive Committee, upon not less than five (5) Business Days’ prior written notice by the General Partner to the members of the Executive Committee.  Such meetings shall be held at the time specified in the notice at a location selected by the General Partner or, if requested by any member of the Executive Committee, by teleconference.

(iii)Any member of the Executive Committee may resign at any time by giving written notice to each Partner.  The resignation of any member of the Executive Committee shall take effect upon receipt of the notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make such resignation effective.  The Partner who appointed the resigning Executive Committee member shall appoint a replacement Executive Committee member within seven (7) Business Days of such resignation.  Any Partner who appointed an Executive Committee member may remove such member at any time upon written notice to the other Partners, which notice shall name and appoint a new Executive Committee member to replace the Executive Committee member so removed.

(iv)The members of the Executive Committee shall not be entitled to receive any fees or reimbursement for any expenses for their service in such capacity.

(c)Delegation to the Asset Manager.  The General Partner shall retain the Asset Manager pursuant to a Management Agreement substantially in the from attached hereto as Exhibit C and delegate (pursuant to Sections 3.1(a) and (b) above) to the Asset Manager the management of the Qualified Assets and, during the Acquisition Period, the performance of the tasks necessary for the evaluation of Proposed Qualified Assets and the acquisition of Approved Qualified Assets as contemplated in Section 3.6 hereof.  The Asset Manager shall (x) have no interest in or rights under this Agreement, (y) not be admitted as a substitute for any Partner and (z) not have any of the rights of a Partner under the Act or this Agreement.  Any delegation to the Asset Manager provided in this Section 3.1(b) shall be

18

supervised by the General Partner and the Executive Committee and such delegation shall not relieve the General Partner of any of its obligations hereunder as General Partner.

(d)Right to Rely on Authority of the General Partner.  Any action taken by the General Partner, acting on behalf of the Partnership pursuant to the authority conferred thereon in this Agreement, shall be binding on the Partnership.  In no event shall any Person dealing with the General Partner with respect to the conduct of the affairs of the Partnership be obligated to ascertain whether the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expediency of any action of the General Partner.

(e)Inland’s Right to Enforce Partnership Rights Against LMLP Affiliated Parties.  Notwithstanding anything herein to the contrary, if LMLP GP, in its capacity as General Partner, has failed to enforce any of the Partnership’s rights against any LMLP Affiliated Party that has defaulted on any obligation owed to the Partnership under this Agreement, the Contribution Agreement, the Purchase Agreement or any agreement between the Partnership and any LMLP Affiliated Party (including the Management Agreement), Inland shall be entitled to exercise, on behalf of the Partnership and at the expense of the Partnership, the Partnership’s rights and obligations arising under such agreements all without the consent or approval of LMLP GP or the Executive Committee.

Section 3.2Actions of the General Partner.

(a)Acts of the General Partner.  Any action required or permitted to be taken by the General Partner shall be taken by written consent of the General Partner, and the writing or writings shall be filed with the books and records of the Partnership.

(b)General Informational Meetings.  The General Partner shall hold informational meetings with the Partners to review and discuss the Partnership’s activities and business at least once annually and, so long as LMLP GP is the general partner and if requested by Inland upon not less than ten (10) Business Days’ prior written notice, at least once quarterly.  Such meetings shall be held at a mutually convenient time at a location selected by the General Partner and teleconferencing will be made available.

Section 3.3Authority of the General Partner.  

(a)Except as otherwise provided in this Article III, the General Partner is hereby authorized to do the following, for and in the name and on behalf of the Partnership, as may be necessary, convenient or incidental to the implementation of the Annual Plan or to the accomplishment of the purposes of the Partnership (provided, that if any of the following constitutes a Major Decision that is not specifically set forth in the Annual Plan, the General Partner shall first obtain the consent of the Executive Committee pursuant to Section 3.4 hereof):

(i)enter into a good faith non-binding letter of intent concerning the acquisition of a Proposed Qualified Asset.

19

(ii)acquire by purchase, exchange or otherwise, any Proposed Qualified Asset consistent with the purposes of the Partnership, but only in accordance with Sections 3.4 and  3.6 hereof;

(iii)operate, manage and maintain each of the Qualified Assets;

(iv)take such action as is necessary to form, create or set up any SP Subsidiary that has been approved in accordance with Section 3.6 hereof;

(v)dissolve, terminate or wind-up any SP Subsidiary, provided that any Qualified Asset held by such SP Subsidiary has been disposed of in accordance with Article XI hereof or transferred to the Partnership or any other SP Subsidiary;

(vi)enter into, amend, extend or renew any lease of any Qualified Asset or any part thereof or interest therein approved as part of the Annual Plan;

(vii)initiate legal proceedings or arbitration with respect to any lease of any Qualified Asset or part thereof or interest therein; provided that the initiation of such legal proceedings or arbitration shall have arisen (x) in connection with any matter of an emergency nature, (y) for the collection of rent or (z) involving an uninsured claim of less than $100,000;

(viii)dispose of any or all of the Qualified Assets by sale, lease, exchange or otherwise, and grant an option for the sale, lease, exchange or otherwise of any or all the Qualified Assets, but only in accordance with Section 3.7 hereof;

(ix)employ and dismiss from employment any and all employees, agents, independent contractors, attorneys and, subject to Section 3.4 hereof, independent accountants for the Partnership;

(x)pay all Permitted Expenses (and maintain in reserve the amount of any credits pursuant to Section 3.10 hereof);

(xi)execute and deliver any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and ownership of the Qualified Assets and in connection with any other matters with respect to which the General Partner has authority to act pursuant to the Annual Plan or as set forth in this Section 3.3;

(xii)draw down funds as needed under any approved lines of credit or other financing previously approved under Section 3.4 hereof;

(xiii)finance or refinance a portion of the purchase price of any Qualified Asset and incur (and refinance) indebtedness secured by any Qualified Asset, or any portion thereof or any interest or estate therein and incur any other secured or unsecured borrowings or other indebtedness;

20

(xiv)implement those Major Decisions that are specifically set forth in the Annual Plan or that have been approved by the Executive Committee pursuant to Section 3.4 below; and

(xv)subject to any conditions expressly provided in this Agreement, engage in any kind of activity and perform and carry out contracts of any kind necessary or incidental to or in connection with the accomplishment of the purposes of the Partnership as may be lawfully carried out or performed by a limited partnership under the laws of each state in which the Partnership is then formed or registered or qualified to do business.

(b)Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.8(a) hereof, LMLP GP or LMLP is hereby authorized to obtain a loan on behalf of the Partnership or an SP Subsidiary the proceeds of which are to be used to redeem any allocated portion of the Preferred Equity and satisfy any first mortgage financing secured by the Preferred Equity Asset related to the allocated portion of the Preferred Equity being redeemed, so long as the annual total debt service payments required to be paid on such loan is equal to or less than the payments that the Partnership is otherwise required to make on the Preferred Equity being redeemed and the related first mortgage financing being satisfied.

Section 3.4Major Decisions.  

(a)Major Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 3.3(b), Section 3.4(b) and Section 3.8(e) hereof, the General Partner shall not take, on behalf of the Partnership, and shall not permit the Partnership or the Asset Manager to take, any action, make any decision, expend any sum or undertake or suffer any obligation which comes within the scope of any Major Decision unless such Major Decision is approved by the Executive Committee in the manner required by Section 3.4(b) in advance in writing or as specifically set forth in the Annual Plan.

As used herein, “Major Decision” shall mean a decision to take any of the following actions directly or indirectly through or for an SP Subsidiary:

(i)the acquisition (including any decisions under Section 3.6) by purchase, exchange or otherwise of any Qualified Asset or other asset and except for the acquisition of the Qualified Contribution Assets and Qualified Sale Assets; provided that acquisitions of Qualified Assets shall only occur during the Acquisition Period;

(ii)the construction, alteration, improvement, repair, rehabilitation, razing, rebuilding or replacement of any building or other improvements or the making of any capital improvements, replacements, repairs, alterations or changes in, to or on any Qualified Asset, or any part thereof, except to the extent provided for in the Annual Plan; provided that repairs of an emergency nature may be undertaken without prior approval of a majority of the members of the Executive Committee provided the General Partner notifies each member of the Executive Committee in writing thereof within two (2) Business Days following the commencement of such emergency repairs;

(iii)the reinvestment for restoration purposes of (i) insurance proceeds in excess of $500,000 received by the Partnership in connection with the

21

damage or destruction of any Qualified Asset or (ii) condemnation proceeds in excess of $500,000 received by the Partnership in connection with the taking or settlement in lieu of a threatened taking of all or any portion of any Qualified Asset; provided that if the determination is made not to reinvest any such insurance or condemnation proceeds, then so much thereof as may be necessary shall be applied to the razing or other disposition of the remaining improvements as may be required by law or by a reasonably prudent property manager and the balance of such insurance or condemnation proceeds shall be distributed in accordance with this Agreement;

(iv)the commencement of any case, proceeding or other action seeking protection for the Partnership as debtor under any existing or future law of any jurisdiction relating to Bankruptcy, insolvency, reorganization or relief of debtors; any consent to the entry of an order for relief in or institution of any case, proceeding or other action brought by any third party against the Partnership as a debtor under any existing or future law of any jurisdiction relating to Bankruptcy, insolvency, reorganization or relief of debtors; the filing of an answer in any involuntary case or proceeding described in the previous clause admitting the material allegations of the petition therefor or otherwise failing to contest any such involuntary case or proceeding; the seeking of or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Partnership or for a substantial portion of its Qualified Assets; any assignment for the benefit of the creditors of the Partnership; or the admission in writing that the Partnership is unable to pay its debts as they mature or that the Partnership is not paying its debts as they become due;

(v)the extension of the statute of limitations for assessing or computing any tax liability against the Partnership or the amount of any Partnership tax item or to settle any dispute with respect to any income, or any other material, tax;

(vi)a merger, sale or recapitalization of the Partnership or a sale or other disposition, including a disposition by lease, of any or all of the Qualified Assets, except in accordance with Article XI hereof;

(vii)the financing or refinancing of, or the increasing of any mortgage indebtedness encumbering, any Qualified Asset, or any portion thereof or any interest or estate therein, whether recourse or non-recourse to the Partnership, or the incurrence of indebtedness secured by any Qualified Asset, or any portion thereof or any interest or estate therein, or the incurrence of any other secured or unsecured borrowings or other indebtedness by the Partnership, including determination of the terms and conditions thereof, and any amendments to such terms and conditions or otherwise with respect to anything in this clause (vii) except as contemplated in an Annual Plan or in accordance with Section 3.4 hereof;

(viii)the approval of the Annual Plan, including any budget line item, and any amendment to the Annual Plan;

(ix)the incurring of any cost or expense for any fiscal year, other than a Permitted Expense;

22

(x)the entering into of any transaction or agreement with or for the benefit of, or the employment or engagement of, any LMLP Affiliated Party, except as expressly contemplated in Sections 3.1(c) and 3.10 hereof;

(xi)except as required by the lenders under the loan documents governing indebtedness of the Partnership, the establishment of a reserve for working capital, capital expenditures or to pay other costs and expenses incident to ownership of the Qualified Assets and for such other Partnership purposes in excess of an aggregate of  (A) $100,000 or (B) $500,000;

(xii)the initiation of legal proceedings or arbitration by the Partnership or the settlement of any litigation against the Partnership involving an uninsured claim in excess of (A) $100,000 or (B) $500,000; provided that the initiation of such legal proceedings or arbitration (x) in connection with any matter of an emergency nature, or (y) for the collection of rent, shall not be a Major Decision subject to this Section 3.4(a);

(xiii)with respect to any lease of any Qualified Asset, or part thereof or interest therein, the entering into, amending, extending or renewing thereof, in each case not already approved as part of the Annual Plan;

(xiv)the admission of a new Partner to the Partnership or acquisition by an existing Partner of an additional interest in the Partnership, except in accordance with Article VIII and XI hereof;

(xv)the engagement of an accounting firm to audit the financial statements of the Partnership;

(xvi)the extension of the Acquisition Period, which decision to extend shall be made not less than 60 days prior to the end of the Acquisition Period;

(xvii)making an Extraordinary Call to the Partners to fund an operating deficit of the Partnership in excess of the Extraordinary Call Cap;

(xviii)except in connection with items set forth in the Annual Budget or items constituting a Permitted Expense, the entry into any agreement by the Partnership involving more than $100,000 of consideration or having a term in excess of 1 year and in all cases any property management agreement or brokerage agreement;

(xix)the winding up or dissolution of the Partnership;

(xx)any deviation from the SP Subsidiary Agreements, which directly or indirectly impairs the economic or management rights of the Partnership; and

(xxi)subject to Section 3.3 hereof, the execution of any agreement, contract or understanding or other arrangement to effectuate a Major Decision.

(b)Vote Required. Major Decisions shall require the following approvals:

23

(i)A Supermajority Vote shall be required for the Major Decisions set forth in Section 3.4(a)(i)-(iv), (vi)-(x), (xi)(B), (xii)(B) and (xiii)-(xxi).

(ii)A Majority Vote shall be required for the Major Decisions set forth in Section 3.4 (v), (xi)(A) and (xii)(A).

(c)Non-Binding Letters of Intent. Notwithstanding the foregoing, the General Partner shall be authorized to execute non-binding letters of intent with respect to property and operational actions that constitute Major Decisions.

Section 3.5Preliminary and Annual Plans.

(a)Preparation and Approval of Plans.  The General Partner shall prepare and deliver to the Executive Committee for its approval or disapproval a proposed annual plan for the next fiscal year of the Partnership (as further described below, a “Proposed Plan”).  The Proposed Plan shall cover the Partnership and each Qualified Asset and shall include:

(i)a proposed Annual Budget covering the Partnership and each Qualified Asset and a brief narrative description of the material portions thereof;

(ii)a plan of operations for each Qualified Asset, including anticipated repairs and improvements;

(iii)estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset;

(iv)estimated cash flow projections for the Partnership and each Qualified Asset;

(v)a description of tenants then in occupancy in each Qualified Asset;

(vi)a schedule of Qualified Assets, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets and any lease restructures (such as subleasing or expansion by a tenant) of which the General Partner is aware;

(vii)projected capital improvements and capital repairs;

(viii)a description of any Proposed Qualified Assets to the extent identified, including the terms of acquisition, provided that nothing in the Proposed Plan shall affect or limit the provisions of Section 3.6 hereof; and

(ix)any other information relative to the management of the Qualified Assets or the Partnership reasonably requested by any member of the Executive Committee.

24

The General Partner shall prepare and submit a Proposed Plan to the Executive Committee on or before November 15th of the year prior to such fiscal year.  The Executive Committee shall approve or disapprove such revised Proposed Plan no later than December 15th of the year prior to the fiscal year covered by such revised Proposed Plan.  Any Proposed Plan approved by the Executive Committee in accordance with Section 3.4 shall become the annual plan for the next fiscal year of the Partnership (any Proposed Plan approved by the Executive Committee for any fiscal year of the Partnership, and as may be amended from time to time by a Plan Amendment, an “Annual Plan”).  A model of an Annual Plan is attached as Schedule 3.5 and made a part hereof.  The initial Annual Plan shall be approved by a Supermajority Vote of the Executive Committee within sixty (60) days of the date first set forth above.  If the Partnership has not acquired the Qualified Sale Assets and the Qualified Contribution Assets within sixty (60) days of the date first set forth above, then within thirty (30) days after the closing of the last to be acquired of Qualified Sale Assets or Qualified Contribution Assets, the General Partner shall submit a new Proposed Plan covering all of the Qualified Assets held by the Partnership for the remainder of the then current year to the Executive Committee for approval or disapproval within a thirty (30) day period in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plan.

(b)Dispute Concerning an Annual Budget.  If, prior to the commencement of any fiscal year, the Executive Committee has disapproved the Proposed Plan because it could not reach an agreement as to the amount to be allocated to any budget line item set forth in the Annual Budget portion of the Proposed Plan for such fiscal year, then (i) as to any such disputed budget line item, the Annual Budget portion of the Annual Plan for the immediately preceding fiscal year (exclusive of any non-recurring capital expenditures) shall be controlling but only with respect to such disputed budget line item (in each case adjusted to reflect the increases in the CPI for November of such fiscal year over the CPI for November of such immediately preceding fiscal year) and only until such time as the Executive Committee has approved the amount to be allocated to such budget line item, and (ii) as to any budget line item or items that are not in dispute, the Annual Budget portion of the Proposed Plan shall control.

(c)Amendments to Annual Plans.  If in any Partner’s judgment an Annual Plan requires amendment, such Partner shall deliver to the Executive Committee a written notice setting forth the proposed amendment to the Annual Plan and the basis therefor.  The Executive Committee shall approve or disapprove, in accordance with Section 3.4 hereof, such proposed amendment within ten (10) Business Days after receipt thereof, and, if the Executive Committee shall approve such proposed amendment (any such amendment, a “Plan Amendment”), the Annual Plan (including, without limitation any amendments to the Annual Budget portion thereof) shall be amended by the Plan Amendment as set forth in the written notice described in the preceding sentence.  If the Executive Committee shall disapprove a Plan Amendment, then the Annual Plan then in effect shall not be amended pursuant to such disapproved Plan Amendment.

Section 3.6Qualified Asset Acquisitions.

(a)Generally; Approval by Executive Committee.  During the Acquisition Period, LMLP GP shall identify net-leased assets that meet the Acquisition

25

Parameters as candidates for acquisition, directly or indirectly, by the Partnership (any such asset, a “Proposed Qualified Asset”).  LMLP GP or Asset Manager shall submit the Acquisition Memorandum described in Section 3.6(b) hereof with respect to the Proposed Qualified Asset or a Non-Parameter Asset that LMLP GP recommends for acquisition by the Partnership to the Executive Committee.  The Executive Committee shall have seven (7) Business Days after its receipt of the Acquisition Memorandum to approve or disapprove of the acquisition of a Proposed Qualified Asset or Non-Parameter Asset in accordance with Section 3.4 hereof.

(b)Acquisition Memorandum.  For each Proposed Qualified Asset and Non-Parameter Asset, LMLP GP or Asset Manager shall deliver to the Executive Committee an Acquisition Memorandum describing such Proposed Qualified Asset or Non-Parameter Asset in reasonable detail, including without limitation:

(i)whether it is a Proposed Qualified Asset or a Non-Parameter Asset;

(ii)the size and location thereof;

(iii)the improvements thereon;

(iv)the operating history, if any, financial status and financial projections (for a minimum of five (5) years, including any anticipated expenditures or allowances) thereof;

(v)market data, including rental and sales comparables and competitive submarket survey, if necessary;

(vi)the material findings of all due diligence undertaken to date with respect thereto, if any, including a summary of any litigation involving the Proposed Qualified Asset or Non-Parameter Asset and the material findings to date of any Environmental Assessment and/or Physical Inspection Report;

(vii)photographs and site plans;

(viii)the estimated cost to the Partnership, including the estimated purchase price and estimated due diligence costs, the amount and material terms of any mortgage indebtedness to be assumed, incurred or taken subject to;

(ix)the material provisions of the net lease or leases thereon and copies of such leases (or in the case of proposed leases, drafts or reasonably detailed abstracts of proposed leases);

(x)the identification of each tenant and financial information relating to each such tenant;

(xi)such other information and documentation any member of the Executive Committee may reasonably request and is reasonably available, including the purchase and sale agreement and loan documents.

26

(c)Assets Which Do Not Comply With Acquisition Parameters.  LMLP GP may submit net-leased assets that do not comply in all respects with the Acquisition Parameters (each, a “Non-Parameter Asset”) to the Executive Committee for approval pursuant to Section 3.6(a) hereof.

(d)Acquisition of Approved Qualified Assets.  Upon receipt of the written approval of a majority of the members of the Executive Committee as provided in Section 3.6(a) above of the acquisition by the Partnership of a Proposed Qualified Asset or Non-Parameter Asset (any Proposed Qualified Asset or Non-Parameter Asset so approved, an “Approved Qualified Asset”), LMLP GP or Asset Manager shall take all commercially reasonable efforts on behalf of the Partnership to negotiate and execute all documents necessary to acquire the Approved Qualified Asset pursuant to and in accordance with the terms approved by the Partners (including formation of an SP Subsidiary, if applicable) and to complete due diligence that the General Partner deems reasonably necessary, including (to the extent not already completed) obtaining an Environmental Assessment and a Physical Inspection Report.  LMLP GP or Asset Manager shall keep the Executive Committee reasonably informed of the progress of the Partnership’s acquisition of any Approved Qualified Asset, including the material findings of all due diligence and of any material matters that arise during the course thereof.  Upon completion of all due diligence undertaken as specified above with respect to an Approved Qualified Asset and as a condition to completing the acquisition of the Approved Qualified Asset, LMLP GP or Asset Manager shall deliver to the Executive Committee a memorandum summarizing the material findings of the completed due diligence and any changes in the status of such Approved Qualified Asset since the date of the Acquisition Memorandum described in Section 3.6(b) above and the Executive Committee, in accordance with Section 3.4 hereof, shall confirm its continuing approval of the acquisition before LMLP GP commits (on a nonrefundable basis) the Partnership’s funds as provided below.  Upon request by any member of the Executive Committee, LMLP GP or Asset Manager will provide to the Executive Committee copies of the Environmental Assessment, the Physical Inspection Report and the survey after completion thereof.

It is understood and agreed that (x) LMLP GP may deposit its own funds, or cause the Partnership to deposit Partnership funds, as refundable earnest money, and (y) the Partnership’s funds shall be substituted (and such funds reimbursed to LMLP GP) or committed, as the case may be, on a nonrefundable basis only after due diligence is completed and the Executive Committee has confirmed its continuing approval of the acquisition.  After the Partnership has committed its funds on a nonrefundable basis in accordance with the prior sentence, if the terms of the acquisition change in any material respect from the terms described in the Acquisition Memorandum, such change shall require the consent of a majority of the members of the Executive Committee.

An acquisition of a Approved Qualified Asset shall be made through SP Subsidiaries utilizing the SP Subsidiary Agreements.

Within five (5) Business Days after the closing of the acquisition of an Approved Qualified Asset, LMLP GP shall deliver to the Partners a closing statement acknowledging the receipt of and setting forth the application of the Partners’ Capital Contributions and any other funds of the Partnership used to acquire such Approved Qualified

27

Asset or to pay closing costs (including an estimate of costs not finalized at closing, including legal fees and costs) associated therewith.

(e)Disapproved Qualified Assets.  If the Executive Committee (x) disapproves any Proposed Qualified Asset or any proposed Non-Parameter Asset, (y) fails after the completion of due diligence to confirm its continuing approval of the acquisition of an Approved Qualified Asset as provided in Section 3.6(d) above, or (z) otherwise withdraws its approval of an Approved Qualified Asset as provided in Section 3.6(d) above, LMLP GP shall not cause or permit the Partnership to acquire such Proposed Qualified Asset, proposed Non-Parameter Asset or Approved Qualified Asset and the LMLP Partners or their designee shall have the right to acquire such Proposed Qualified Asset, proposed Non-Parameter Asset or Approved Qualified Asset for their own account or with or in connection with any other Person; provided that such right shall not apply if the members of the Executive Committee appointed by Inland vote to approve the acquisition in accordance with Section 3.4 hereof.

(f)Acquisition Costs.  Except as provided in this Section 3.6(f) and in Section 3.6(g) hereof, LMLP GP or the Asset Manager (as the case may be) shall be liable for all costs and expenses (“Acquisition Costs”) arising in connection with the identification or evaluation of, the bidding on and the structuring and negotiation of and contracting for the acquisition or attempted acquisition of, and the due diligence undertaken in connection with, any Proposed Qualified Asset or Approved Qualified Asset (such activities, the “Acquisition Activities”); provided that:

(i)the Partnership shall (x) reimburse LMLP GP or the Asset Manager (as the case may be) for all Acquisition Costs and (y) be liable for all reasonable and customary costs and expenses of Third Parties retained in connection with the Acquisition Activities related to Approved Qualified Assets;

(ii)the Partnership shall reimburse LMLP GP or the Asset Manager (as the case may be) for 60% of the Acquisition Costs in connection with Acquisition Activities related to Proposed Qualified Assets and Approved Qualified Assets that are disapproved by the Executive Committee;

Notwithstanding the foregoing, but subject to Section 3.9 hereof, if for any reason other than pursuant to Article XI hereof any LMLP Affiliated Party (instead of the Partnership or an SP Subsidiary) acquires title to any Proposed Qualified Asset or Approved Qualified Asset, LMLP shall pay all of the costs and expenses (and reimburse the Partnership for any refundable or nonrefundable deposits funded by the Partnership in connection with the acquisition of such asset) incurred or to be incurred in connection with the Acquisition Activities relating to such Proposed Qualified Asset or Approved Qualified Asset.

(g)Acquisition Fee.  Upon the acquisition of any Approved Qualified Asset by the Partnership or by an SP Subsidiary (including any Approved Qualified Asset contributed in whole or in part by LMLP to the Partnership), pursuant to this Section 3.6, Inland shall pay LMLP GP or the Asset Manager an acquisition fee (the “Acquisition Fee”) equal to the sum of the gross purchase price of such acquired Approved Qualified Asset multiplied by 0.425%.

28

For example, if the purchase price of such acquired Approved Qualified Asset were $25 million, Inland’s Acquisition Fee would equal $106,250.

Section 3.7Sale of Qualified Assets.

(a)Authority to Sell.  Subject to Article XI, the General Partner shall have no authority to and shall not initiate the sale of any Qualified Asset without approval by the Executive Committee in accordance with Section 3.4 of this Agreement.

(b)Assets in Foreclosure.  In the event a lender to the Partnership or a SP Subsidiary has initiated or threatens to initiate a foreclosure proceeding with respect to any Qualified Asset securing such lender’s loan to the Partnership or such SP Subsidiary, and a Partner disagrees as to whether such Qualified Asset shall be transferred to the lender in satisfaction of such loan, the Partner not in favor of such transfer shall have the right to purchase such Qualified Asset from the Partnership for One Dollar ($1.00) provided such Partner assumes such loan in full and such lender releases the Partnership and any guarantors therefrom.  No adjustments to the Capital Contributions, Capital Commitments, or Capital Account shall be made on account of a transfer made in accordance with this Section 3.7(b).

Section 3.8Partnership Indebtedness.

(a)Maximum Debt.  The Partnership on a consolidated basis with the SP Subsidiaries shall maintain a total debt plus Preferred Equity of not greater than seventy-five percent (75%) of the gross acquisition cost of the Partnership’s Qualified Assets.  The total debt secured by any Qualified Asset plus the Preferred Equity allocated to such Qualified Asset shall not exceed 75% of the gross acquisition cost of such Qualified Asset.

(b)Non-Recourse to the Partners.  Notwithstanding anything to the contrary contained in this Agreement, the Partnership shall not incur debt that is recourse to the Partners, and the Partners shall not be liable for any debts or other obligations or liabilities incurred by the Partnership; provided, that, if a lender will not accept the Partnership as a guarantor for “non-recourse carve-outs,” LMLP shall provide such “non-recourse carve-out” guarantee.

(c)Cross-Default Provisions.  Unless approved by a Supermajority Vote of the Executive Committee, the Partnership shall not incur any indebtedness that contains cross-default provisions, except for cross-default provisions under the Existing Indebtedness and any first mortgage financing secured by the Qualified Refi Assets which the Partnership shall obtain pursuant to Section 3.8(f)(i) hereof.

(d)Loan Terms.  The Partnership shall endeavor to procure indebtedness, the terms of which will:

(i)not prohibit the replacement of the General Partner or the Asset Manager with a Person, including an Affiliate of Inland, so long as such Person meets the standards of the commercial mortgage backed securities market; and

29

(ii)not prohibit transfers pursuant to Articles VIII or XI hereof;

in each case without triggering the due on sale provision, a prepayment penalty or an assumption fee (other than administrative fees and other nominal lender fees, including legal costs).

(e)Restriction on Indebtedness.  Notwithstanding anything in this Agreement to the contrary, the Partnership shall be prohibited from incurring additional indebtedness on any Preferred Equity Asset without the prior written consent of LMLP, unless the Preferred Equity related to the Preferred Equity Asset is simultaneously being repaid.

(f)Debt Placement.

(i)Subject to Sections 3.8(a), (b), (c), (d) and 5.1, the General Partner is authorized to cause the Partnership, directly or indirectly, to obtain first mortgage financing secured by the Qualified Refi Assets.

(ii)The Partners agree that (x) the General Partner is authorized, on behalf of the Partnership, to engage Inland Mortgage Brokerage Corporation (“IMBC”) in connection with obtaining first mortgage financing secured by the Qualified Refi Assets, and (y) the Partnership may pay IMBC an aggregate fee of up to 0.20% of the original principal amount of each such first mortgage financing secured by a Qualified Refi Asset less any other fees the Partnership is required to pay to a mortgage broker for obtaining such first mortgage financing.  For any other debt financings, the Partnership shall give each of IMBC and Concord Debt Holdings LLC the opportunity to bid to place or originate such debt financing, but the Partnership shall not be obligated to use either IMBC or Concord Debt Holdings LLC for such other debt financing.

Section 3.9Business Opportunity.

(a)LMLP.

(i)General. Each LMLP Affiliated Party may each engage in or possess any interest in other business ventures of any kind, independently or with others, including but not limited to the ownership, operation and management of net-leased real estate assets, except as provided in this Section 3.9(a).

(ii)Exclusivity. During the Acquisition Period and except as provided in Section 3.9(iii) hereof or with respect to obligations to the existing joint ventures set forth on Schedule 3.9 hereto, (a) the LMLP Affiliated Parties shall not acquire, or earn any incentive fee for the management or leasing of, any net-leased assets which satisfy or comply with all of the “Acquisition Parameters,” and (b) LMLP GP shall make available for purchase by the Partnership, and the Partnership shall have the right to purchase pursuant to Section 3.6 hereof, all net-leased assets offered to or discovered by the LMLP Affiliated Parties which satisfy or comply with all of the “Required Parameters” comprising the Acquisition Parameters (collectively, the “Exclusivity Right”).

30

(iii)Acquisition by LMLP Affiliated Parties. Notwithstanding anything to the contrary contained in this Agreement, any LMLP Affiliated Party may acquire (A) the assets LMLP GP is required to offer to the Partnership in accordance with this Section 3.9(a) only (1) if the asset is owned by an LMLP Affiliated Party or related (through adjacent or common ownership or constitutes land or other assets underlying or constituting part of an asset owned by an LMLP Affiliated Party) to an asset owned by an LMLP Affiliated Party, (2) if the seller will accept only O.P. Units in exchange therefor, (3) if any LMLP Affiliated Party is required to offer the asset pursuant to an existing joint venture arrangement, or (4) after the Executive Committee (including at least one (1) of the two (2) members appointed by Inland) has disapproved such acquisition as provided in Section 3.4 hereof and (B) assets that it is not required to offer to the Partnership under this Section 3.9(a).

(iv)Termination of Exclusivity Right. Notwithstanding anything to the contrary contained in this Agreement, the Exclusivity Right and the provisions of this Section 3.9(a) shall terminate on the earlier of (A) the expiration of the Acquisition Period and (B) at such time as the Executive Committee (including at least one (1) of the two (2) members appointed by Inland) disapproves, within any consecutive twelve (12) month period, the lesser of (x) four (4) Proposed Qualified Assets or Approved Qualified Assets pursuant to this Agreement and (x) the number (but in no event less than three (3)) of Proposed Qualified Assets and Approved Qualified Assets requiring an equity investment by the Partnership of at least $100,000,000.00 assuming 70% debt to the proposed purchase price.

(v)LMLP Existing Joint Ventures. From time to time, upon reasonable written request from Inland, the LMLP Partners shall provide a schedule of the LMLP Affiliated Parties’ existing joint ventures’ respective investment criteria and exclusivity terms.  A current list the LMLP Affiliated Parties’ existing joint ventures’ respective investment criteria and exclusivity terms is set forth on Schedule 3.9 hereto.

(vi)LMLP Restrictions.

(A)The LMLP Partners shall cause the LMLP Affiliated Parties not to directly or indirectly solicit or otherwise attempt to persuade any tenant of any Qualified Asset to vacate the Qualified Asset to purchase, or relocate to, another asset that is not a Qualified Asset.

(B)LMLP and its Affiliates shall not discriminate against any Qualified Asset when making a proposal to any existing or prospective tenant in connection with the leasing of available space.

(C)In the event that an LMLP Affiliated Party leases space to a then tenant of a Qualified Asset, LMLP GP, so long as it is the General Partner, shall provide written notice to Inland of such leasing activity.

(b)Inland.  Inland and any of its Affiliates and related parties may engage in or possess any interest in other business ventures of any kind, independently or with others, including but not limited to the ownership, operation and management of net-leased real estate asset.

31

(c)Duties and Conflicts.  Subject to LMLP GP’s obligation to present net-leased real estate assets to the Partnership pursuant to Section 3.6 and Section 3.9(a) hereof, each Partner recognizes that the other Partners and their Affiliates have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and that such Persons are entitled to carry on such other business interests, activities and investments.  The Partners and their Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, on their own behalf or on behalf of other entities with which they are affiliated or associated, and such Persons may engage in any activities, whether or not competitive with the Partnership, without any obligation (except as expressed in Sections 3.6 and 3.9(a)) to offer any interest in such activities to the Partnership or to any Partner.  Except as provided in Sections 3.6 or 3.9(a), neither the Partnership nor any Partner shall have any right, by virtue of this Agreement, in such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper.

Section 3.10Payments to the Asset Manager of the General Partner.

(a)Property Management Fee.  The General Partner shall cause the Partnership to pay to the Asset Manager (or its designee) pursuant to the Management Agreement an annual Property Management Fee (“Property Management Fee”) equal to the sum of (x) three percent (3%) of actual gross revenues for the fiscal year (or applicable portion thereof) derived from Qualified Assets encumbered by leases that provide for full recovery of the Property Management Fee from the tenant (“Gross Revenues”), plus (y) on Qualified Assets where the leases do not provide for full recovery of the Property Management Fee from the tenant, the amount recoverable for the fiscal year (or applicable portion thereof) from the tenants of such Qualified Assets for property management expenses under such leases (“Recoverable Amounts”), payable monthly.

(b)Partnership Management Fee.  The General Partner shall cause the Partnership to pay to the Asset Manager pursuant to the Management Agreement an annual Partnership Management Fee (“Partnership Management Fee”) equal to (x) so long as LMLP GP is the General Partner, Inland’s Percentage Interest multiplied by three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), or (y) so long as LMLP GP is no longer the General Partner, three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), in either case payable monthly and adjusted as provided herein.  Within thirty (30) days of the Partnership’s receipt of the annual reports described in Section 4.3 hereof for a fiscal year, the Asset Manager shall provide to the Partners a written statement of reconciliation (which the Partners shall have the right to contest) setting forth (x) the Equity Capital for such fiscal year (or partial year) and the Partnership Management Fee payable to the Asset Manager in connection therewith, pursuant to this Agreement, (y) the Partnership Management Fee already paid by the Partnership to the Asset Manager during such fiscal year (or partial year), and (z) either the amount owed to the Asset Manager by the Partnership (which shall be the excess, if any, of the Partnership Management Fee payable to the Asset Manager for such fiscal year (or partial year) pursuant to this Agreement over the Partnership Management Fee actually paid by

32

 the Partnership to the Asset Manager for such fiscal year (or partial year)) or the amount owed to the Partnership by the Asset Manager (which shall be the excess, if any, of the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year) over the Partnership Management Fee payable to the Asset Manager for such fiscal year pursuant to this Agreement).  The Asset Manager or the Partnership, as the case may be, shall pay to the other the amount owed pursuant to clause (z) above within five (5) Business Days of the receipt by the Partners of the written statement of reconciliation described in this Section 3.10(b).

In addition, a credit in an amount equal to three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), less the Partnership Management Fee, as adjusted above (or the applicable portion thereof), shall accrue and be reserved on the Partnership books until a Capital Call is made by the General Partner in accordance with Section 5.1(b) hereof, whereupon the amount of the credit shall be applied, in whole or in part, to the extent necessary to fund LMLP’s pro rata shares of such Capital Call and will be treated for purposes of this Agreement as if each pro rata share of such amount were an actual Capital Contribution made by the respective LMLP Partner which (1) reduces the respective aggregate Capital Commitment of each LMLP Partner and (2) gives rise to an entitlement to allocations (but only out of subsequent Profits), and related distributions, in amounts that reflect the amounts that would have been allocated and distributed if such notional capital contributions had constituted actual Capital Contributions, including a return of such notional capital contributions to LMLP pursuant to Section 7.1 hereof.

(c)Acquisition Fees.  Inland shall pay the Acquisition Fees in accordance with the provisions of Section 3.6(g).

Section 3.11Exculpation.

(a)LMLP.  No LMLP Affiliated Party nor or any officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of any LMLP Affiliated Party shall be liable, responsible or accountable in damages or otherwise to the Partnership or any other Partner for any act or omission on behalf of the Partnership, in good faith and within the scope of the authority conferred on LMLP GP as General Partner under this Agreement or otherwise under this Agreement or the Asset Manager, as the case may be, or by law unless such act or failure to act (i) is or results in a breach of any representation, warranty or covenant of any LMLP Partner contained in this Agreement or any other agreement entered into in connection therewith or related thereto, (ii) was fraudulent or committed in bad faith or (iii) constituted gross negligence, willful misconduct or a breach of fiduciary duty.

(b)Inland.  None of Inland, or any officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of Inland, or any Affiliate of Inland shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any other Partner for any act or omission on behalf of the Partnership, in good faith and within the scope of authority conferred on Inland under this Agreement or by law unless such act or failure to act (i) is or results in a breach of any representation, warranty or covenant of Inland contained in this Agreement or any other agreement entered into in connection therewith or

33

related thereto, (ii) was fraudulent or committed in bad faith or (iii) constituted gross negligence, willful misconduct or a breach of fiduciary duty.

(c)Survival.  The provisions of this Section 3.12 shall survive any termination of the Partnership or this Agreement.

Section 3.12Indemnification.

(a)By the Partnership.  The Partnership shall indemnify, defend and hold harmless any Person (an “Indemnified Party”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of any act or omission or alleged act or omission arising out of such Indemnified Party’s activities as (i) a Partner or an officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of the Partner, (ii) the General Partner or the Asset Manager or an officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of any of them on behalf of the Partnership or in furtherance of the interest of the Partnership, or (iii) LMLP or any LMLP Affiliated Party, but only if LMLP GP is no longer the General Partner, that is obligated to enter into a direct financial obligation (including, without limitation, a “non-recourse carve-out” guarantee) in connection with the financing of any Qualified Asset, in each case against personal liability, claims, losses, damages and expenses for which such Indemnified Party has not been reimbursed by insurance proceeds or otherwise (including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Indemnified Party in connection with such action, suit or proceeding and any appeal therefrom, unless such Indemnified Party (A) acted fraudulently, in bad faith or with gross negligence or willful misconduct or (B) by such act or failure to act breached any representation, warranty or covenant contained in this Agreement, which breach had or has a material adverse effect on the Partnership or any Partner and, if capable of cure, is not cured within fifteen (15) days after notice thereof by the aggrieved Partner(s).  Any indemnity by the Partnership under this Agreement shall be provided out of, and to the extent of, Partnership revenues and assets only, and no Partner shall have any personal liability on account thereof.  The indemnification provided under this Section 3.12 shall (x) be in addition to, and shall not limit or diminish, the coverage of the Partners or any Affiliates under any insurance maintained by the Partnership and (y) apply to any legal action, suit or proceeding commenced by a Partner or in the right of a Partner or the Partnership.  The indemnification provided under this Section 3.12 shall be a contract right and shall include the right to be reimbursed for reasonable expenses incurred by any such Indemnified Party within thirty (30) days after such expenses are incurred.

(b)By the LMLP Partners.  The LMLP Partners, so long as LMLP GP is the General Partner, shall indemnify and hold harmless Inland and any Affiliate and related party or agent thereof from and against any liabilities, claims, losses, damages and expenses incurred by any such person (including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement) as a result of any act or omission by any LMLP Affiliated Party which (i) constitutes or results in a breach of any representation, warranty or covenant of any LMLP Partner contained in this Agreement or any other agreement entered into in connection herewith or related hereto, (ii) was performed or omitted fraudulently or in bad faith or (iii) constituted gross negligence, willful misconduct or breach of fiduciary duty.

34

(c)By Inland.  Inland, so long as LMLP GP is no longer the General Partner, shall indemnify and hold harmless the LMLP Affiliated Parties or agent thereof from and against any liabilities, claims, losses, damages and expenses incurred by any such person (including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement) as a result of any act or omission by Inland or any successor General Partner which (i) constitutes or results in a breach of any representation, warranty or covenant of Inland or any successor General Partner contained in this Agreement or any other agreement entered into in connection herewith or related hereto, (ii) was performed or omitted fraudulently or in bad faith or (iii) constituted gross negligence, willful misconduct or breach of fiduciary duty.

ARTICLE IV
BOOKS AND RECORDS; REPORTS TO PARTNERS

Section 4.1Books.  The General Partner shall maintain or cause to be maintained separate, full and accurate books and records of the Partnership, and any Partner or any authorized representative of any Partner, shall have the right to inspect, examine and copy the same and to meet with employees of the General Partner responsible for preparing the same at reasonable times during business hours and upon reasonable notice.  All policies of the Partnership with respect to the maintenance of such books and records shall be subject to approval by all of the Partners.

Section 4.2Monthly and Quarterly Reports.

(a)Monthly Reports.  The General Partner shall prepare and distribute to Inland within twenty (20) days after the last day of each month a report with respect to the Partnership, which shall include (i) unaudited financial statements, consisting of at least an operating statement for the monthly period and year-to-date showing variances from the Annual Budget portion of the Annual Plan and (ii) a schedule of aged accounts receivable and accounts payable. Variances from any line item in the Annual Budget exceeding the greater of One Hundred Thousand Dollars ($100,000) and ten percent (10%) of the amount allocated to such budget line item through the end of such month shall be explained in writing, unless already approved by the Executive Committee pursuant to Section 3.4 hereof.

(b)Quarterly Reports.  The General Partner shall, no later than the thirtieth (30th) day after the end of each fiscal quarter, prepare and distribute:

(i)a year-to-date consolidated report with respect to the Partnership (with the last month of each such report comprised of forecasted, rather than actual, results), prepared in accordance with generally accepted accounting principles, consistently applied, including (a) a balance sheet, (b) a profit and loss statement, (c) a statement of changes in the Partners’ Capital Accounts, (d) a report briefly describing each variance from the applicable budget line item in the consolidated Annual Budget portion of the Annual Plan exceeding the greater of One Hundred Thousand Dollars ($100,000) and ten percent (10%) of the amount allocated to such budget line item through the date of such report, and (e) calculations in sufficient  detail to verify the accuracy of all fees and other amounts paid or payable to the Asset  Manager under the Management Agreement;

35

(ii)a report with respect to each Qualified Asset, including an operating statement for the quarter and year-to-date showing each variance from the budget line items in the Annual Budget portion of the Annual  Plan, and a narrative describing material changes in property operations, physical condition, capital expenditures and leasing and occupancy; and

(iii)so long as LMLP GP is the General Partner, such other reports, statements and information regarding the Partnership and Qualified Assets as Inland may reasonably request from time to time.

Section 4.3Annual Reports.  The General Partner shall prepare and distribute to Inland within (x) forty-five (45) days after the end of each fiscal year draft unaudited financial statements with respect to the Partnership, and (y) within seventy-five (75) days after the end of each fiscal year audited financial statements with respect to the Partnership.  Such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be audited at the Partnership’s expense by such nationally recognized firm of independent certified public accountants approved by the Executive Committee as provided in Section 3.4 hereof.  All reports delivered pursuant to this Section 4.3 shall also include unaudited calculations in sufficient detail to verify the accuracy of all distributions paid by the Partnership.

Section 4.4Accountants; Tax Returns.  The General Partner shall also engage such nationally recognized firm of independent certified public accountants approved by the Executive Committee as provided in Section 3.4 hereof to review, or to sign as preparer, all federal, state and local tax returns which the Partnership is required to file.  The General Partner will furnish to each Partner within one hundred twenty (120) days after the end of each calendar year, or as soon thereafter as is practicable, a Schedule K-1 or such other statement as is required by the Internal Revenue Service which sets forth such Partner’s share of the profits or losses and other relevant fiscal items of the Partnership for such fiscal year.  If requested by a Partner, the General Partner shall deliver to such Partner copies of any federal, state and local income tax returns and information returns which the Partnership is required to file.

Section 4.5Accounting and Fiscal Year.  The General Partner shall keep the Partnership books and records on the accrual basis.  The fiscal year of the Partnership shall end on December 31.

Section 4.6Partnership Funds.

(a)Generally.  The funds of the Partnership shall be deposited into such account or accounts as are designated by the General Partner.  All withdrawals from or charges against such accounts shall be made by the General Partner or by those Persons designated from time to time by the General Partner.

(b)Restrictions on Deposits.  Pending distribution or expenditure in accordance with the terms of this Agreement, funds of the Partnership may be invested, in the reasonable discretion of the General Partner, in United States government

36

obligations, insured obligations which are rated not lower than AA by Standard & Poor’s or have a comparable rating from a nationally recognized rating agency, collateralized bank time deposits, repurchase agreements, money market funds, commercial paper which is rated not lower than P-1, certificates of deposit which are rated not lower than AA by Standard & Poor’s or have a comparable rating from a nationally recognized rating agency, banker’s acceptances eligible for purchase by the Federal Reserve and bonds and other evidences of indebtedness and preferred stock which are rated not lower than AA by Standard & Poor’s or are of a comparable credit quality.

Section 4.7Insurance.  The General Partner shall cause the tenant or tenants of each Qualified Asset to maintain insurance thereon of such types and in such amounts that are in accordance with the applicable lease.  Unless otherwise determined by Supermajority Vote of the Executive Committee, the General Partner shall cause the Partnership to obtain, at the Partnership’s expense, such types and amounts of insurance that the tenant or tenants of any Qualified Asset are not required to maintain and that are included within the insurance standards listed on Schedule 4.7 hereto, as may be revised from time to time by a Supermajority Vote of the Executive Committee.

ARTICLE V
CONTRIBUTIONS

Section 5.1Capital Contributions.

(a)Generally; Percentage Interests.  LMLP shall make an Initial Capital Contribution to the Partnership by contributing to the Partnership cash in an amount set forth on Schedule 1 hereto and Contributed Assets pursuant to the Contribution Agreement having a value set forth on Schedule 1 to the Contribution Agreement.  Inland shall make an Initial Capital Contribution to the Partnership by contributing to the Partnership cash in the amount set forth on Schedule 1 hereto; provided, that Inland shall receive a $250,000 credit to be applied to its Initial Capital Contribution (from the first amounts otherwise required to be contributed) as satisfaction of its underwriting fees in connection with the formation of the Partnership.  Except as provided in this Section 5.1, (i) no Partner shall be obligated to make any Additional Capital Contribution or Extraordinary Funding to the Partnership and (ii) any Additional Capital Contribution or Extraordinary Funding shall be made by the Partners in proportion to their respective Percentage Interests as determined at the time of the Capital Call or Extraordinary Call.  The Partners shall have the Percentage Interests in the Partnership set forth opposite each Partner’s name on Schedule 1 hereto.

The aggregate Purchase Price for all of the Qualified Contribution Assets and Qualified Sale Assets shall be $940,000,000.00, subject to adjustment in accordance with the Contribution Agreement, the Purchase Agreement and the Letter Agreement.  Subject to the Contribution Agreement, the Purchase Agreement and the Letter Agreement, the Qualified Refi Assets shall all be acquired by the Partnership on the same date, which date shall be not after March 1, 2008.  Simultaneously with the acquisition of the Qualified Refi Assets, (i) Inland shall make an attendant Initial Capital Contribution in cash in an amount equal to the product of 0.85 multiplied by the difference between (x) the aggregate Purchase Price (as adjusted pursuant to the Contribution Agreement, Purchase Agreement and the Letter Agreement) of the Qualified

37

Refi Assets and (y) the principal balance of any mortgage financing secured by the Qualified Refi Assets; and (ii) LMLP shall make an attendant Initial Capital Contribution in a combination of cash and Contributed Assets in an amount equal to the product of 0.15 multiplied by the sum of the aggregate Purchase Price (as adjusted in the Contribution Agreement, the Purchase Agreement and the Letter Agreement) of the Qualified Refi Assets less the principal balance of any mortgage financing secured by the Qualified Refi Assets.

Subject to the Contribution Agreement, the Purchase Agreement and the Letter Agreement, the Qualified Assumed Assets shall be acquired by the Partnership, from time to time, prior to March 1, 2008.  Simultaneously with the acquisition of a Qualified Assumed Asset, (i) Inland shall make an attendant Initial Capital Contribution in cash in an amount equal to the product of 0.85 multiplied by the difference between (x) the Purchase Price (as adjusted pursuant to the Purchase Agreement and the Letter Agreement) of such Qualified Assumed Asset and (y) the principal balance of any mortgage financing secured by such Qualified Assumed Asset and the amount of Preferred Equity allocated to such Qualified Assumed Asset; and (i) LMLP shall make an attendant Initial Capital Contribution in cash in an amount equal to the product of 0.15 multiplied by the difference between the Purchase Price (as adjusted pursuant to the Purchase Agreement and the Letter Agreement) of such Qualified Assumed Asset less the principal balance of any mortgage financing secured by such Qualified Assumed Asset and the amount of Preferred Equity allocated to such Qualified Assumed Asset.

In the event that the Qualified Refi Assets have been acquired by the Partnership and LMLP has made a Capital Contribution in excess of 15% of the aggregated Capital Contributions of the Partners, then the General Partner shall cause the amount of LMLP's Capital Contribution that is in excess of 15% of the aggregate Capital Contributions of the Partner’s to accrue and be reserved on the Partnership books as a credit toward satisfying LMLP's share of any future Capital Call and such credit shall be treated as if it were an actual capital contribution for purposes of determining corresponding allocations and distributions.

Notwithstanding anything to the contrary, if (i) the acquisition of the Qualified Refi Assets does not take place prior to March 1, 2008, then the Partnership shall not be required to acquire any assets hereunder whatsoever and, at the election of any Partner the Partnership shall be dissolved in accordance with Article IX of hereof, or (ii) the weighted average interest rate on the mortgage financing to be secured by the Qualified Refi Assets is greater than 7.00% or is less than 6.00%, then the Partnership shall not be required to acquire any assets hereunder whatsoever and, at the election of any Partner, the Partnership shall be dissolved in accordance with Article IX hereof.  No Qualified Assumed Asset shall be acquired by the Partnership (i) unless and until the Partnership has acquired all of the Qualified Refi Assets in accordance with the Purchase Agreement and the Contribution Agreement or (ii) after March 1, 2008.

(b)Additional Capital Contributions.  In the event the Partnership requires capital to acquire an Approved Qualified Asset during the Acquisition Period, the General Partner shall be entitled to require, by written notice to the Partners, an additional Capital Contribution (an “Additional Capital Contribution”) from the Partners in an amount not in excess of the amount necessary to acquire such Approved Qualified Asset plus all reasonable and customary costs and expenses incurred by the Partnership in connection

38

therewith; provided that (x) each Partner shall be required to contribute the amount determined by multiplying such Partner’s Percentage Interest by the amount of such Additional Capital Contribution and (y) no Partner shall be required to contribute the amount described in clause (x) above if such amount, when added to the total of all of such Partner’s prior Capital Contributions, exceeds such Partner’s Capital Commitment.  If the General Partner shall provide to the Partners a written notice calling for an Additional Capital Contribution (any such notice, a “Capital Call”) setting forth the total amount of such Additional Capital Contribution, the amount of each Partner’s share of such Additional Capital Contribution as determined pursuant to clause (x) above and the due date on which the General Partner is requiring that such Additional Capital Contribution be contributed to the Partnership, which due date shall be at least ten (10) Business Days after the date on which the Partners actually received the Capital Call and not more than one (1) Business Day prior to the scheduled closing of the acquisition of such Approved Qualified Asset; each Partner shall contribute its share of such Additional Capital Contribution in immediately available funds on or before such due date.  If the acquisition of an Approved Qualified Asset fails to close and the General Partner determines there will not be a closing within fifteen (15) days of the date of the originally scheduled closing, the General Partner (x) shall inform the Partners of such failure and return each Partner’s share of the Additional Capital Contribution made with respect thereto and (y) each Partner’s Capital Contribution shall be restored to the level thereof immediately prior to such Additional Capital Contribution.  If, at any time after the Partners have each contributed their entire Capital Commitment, the Partners elect to contribute additional capital, the Partners shall contribute such additional capital in accordance with their respective Percentage Interests.

(c)Extraordinary Fundings.  In the event the Partnership requires additional funds to cover any costs and expenses for which the Partnership has insufficient funds, including tenant improvements and capital expenditures, the General Partner may make a written request therefor (any such request, an “Extraordinary Call”) setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners actually received the Extraordinary Call; provided that (i) any amount requested shall not exceed 5% of the Purchase Price of the Qualified Asset if such funds are to be used for a specific Qualified Asset or (ii) the aggregate of all amounts requested shall not exceed $20,000,000 if such funds are to be used for the Partnership generally (such amount, the “Extraordinary Call Cap”); provided further that no Partner shall be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment.  Each Partner shall be required to fund an amount equal to the amount determined by multiplying such Partner’s Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call required to be funded hereunder, an “Extraordinary Funding”).  Each Extraordinary Funding shall be made as a supplementary capital contribution by the Partners to the Partnership (any such contribution, an “Extraordinary Capital Contribution”). Each Partner shall contribute its share of such Extraordinary Capital Contribution in immediately available funds on or before the due date in the Extraordinary Call.

(d)Failure to Fund an Additional Capital Contribution or Extraordinary Funding.  If any Partner (a “Defaulting Partner”) fails to make any Additional Capital Contribution or Extraordinary Funding which it is required to make under this Section 5.1 by the due date therefor, then any non-defaulting Partner shall not be permitted to make such Additional Capital Contribution or Extraordinary Funding, but may, at its election,

39

make a loan to the Partnership (a “Priority Loan”) in an amount equal to the amount that Additional Capital Contribution or Extraordinary Funding required.  Upon election to make a Priority Loan, (i) the non-defaulting Partner shall loan to the Partnership the amount of the Defaulting Partner’s share of the Additional Capital Contribution or Extraordinary Funding, as the case may be, as determined in accordance with Section 5.1(b) or Section 5.1(c), as the case may be, (ii) such Priority Loan shall bear interest at a rate of 18% per annum cumulative compounded from the date such Priority Loan is made, (iii) the Annual Budget portion of the Annual Plan shall be amended to reflect such Priority Loan, and (iv) such Priority Loan (including interest accrued thereon) shall be repaid from Net Cash Flow from Operations or Net Cash from Sales or Refinancing prior to any distribution.

Section 5.2Preferred Equity Capital Contribution.  Upon the acquisition of a Preferred Equity Asset, LMLP shall make a Preferred Equity Capital Contribution in the amount determined by LMLP; subject to Section 3.8(a) hereof; provided that the aggregate Preferred Equity Capital Contribution shall not exceed $25,000,000.  The General Partner shall update Schedule 5.2 hereto to reflect the Preferred Equity Capital Contribution and any repayment of Preferred Equity pursuant to Section 3.3(b) or Section 7.1 hereof.  

Section 5.3Return of Capital Contribution.  Except as otherwise expressly provided in this Agreement, (a) the Capital Contribution of a Partner will be returned to that Partner only in the manner and to the extent provided in Article VII and Article IX hereof and (b) no Partner shall have any right to demand or receive the return of its Capital Contribution.  In the event the Partnership is required or compelled to return any Capital Contribution, no Partner shall have the right to receive assets other than cash.  No Partner shall be entitled to interest on its Capital Contribution or Capital Account notwithstanding any disproportion therein as between the Partners.

Section 5.4Liability of the Limited Partners.  No Limited Partner shall have any personal liability to the Partnership, to any Partner, to the creditors of the Partnership or to any other Person for any debt, liability or obligation of the Partnership.  No Limited Partner shall be required to contribute funds or capital to the Partnership in excess of its Capital Commitment although Limited Partners may at their option contribute funds in excess of their respective Capital Commitments pursuant to Section 5.1(c) and Section 5.1(d) hereof.

Section 5.5No Third Party Beneficiaries.  The foregoing provisions of this Article V are not intended to be for the benefit of any creditor of the Partnership or any other Person, and no creditor of the Partnership or any other Person may rely on the commitment of any Partner to make any Capital Contribution.  Additional Capital Contributions and Extraordinary Fundings are not payable unless and until the conditions set forth in Section 5.1 hereof have been satisfied, and no creditor of the Partnership or any other Person shall have, or be given, any right to cause a Capital Call or Extraordinary Call to be given by the General Partner.

40

ARTICLE VI
MAINTENANCE OF CAPITAL ACCOUNTS;
ALLOCATION OF PROFITS AND LOSSES
FOR BOOK AND TAX PURPOSES

Section 6.1Capital Accounts.

(a)Generally:  Credits to Capital Accounts.  A Capital Account shall be established and maintained for each Partner.  Initially, the Capital Account of each Partner shall be credited with each Partner’s respective Initial Capital Contribution.  Thereafter, each Partner’s Capital Account shall be credited with any Additional Capital Contributions or Extraordinary Capital Contributions made or contributed by such Partner and such Partner’s allocable share of Profits, any individual items of income and gain allocated to such Partner pursuant to the provisions of this Article VI, and the amount of additional cash, or the Fair Market Value of any Partnership asset (net of any liabilities assumed by the Partnership and liabilities to which the asset is subject), contributed to the Partnership by such Partner or deemed contributed to the Partnership by such Partner in accordance with Regulations Section 1.704-1(b)(2)(iv)(c).

(b)Debits to Capital Account.  The Capital Account of each Partner shall be debited with the Partner’s allocable share of Losses, any individual items of expenses and loss allocated to such Partner pursuant to the provisions of this Article VI, the amount of any cash distributed to such Partner and the Fair Market Value of any Partnership asset (net of any liabilities assumed by the Partner and liabilities to which the asset is subject) distributed to such Partner or deemed distributed to such Partner in accordance with Regulations Section 1.704-1(b)(2)(iv)(c).

(c)Capital Account of Transferee.  In the event that any Percentage Interest of a Partner is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Percentage Interest in such Partner.

(d)Adjustments of Book Value.  In the event that the Book Value of any Partnership asset is adjusted as described in the definition of “Book Value”, the Capital Accounts of all Partners shall be adjusted in accordance with Regulation Section 1.704-1(b)(2)(iv)(f) or Regulation Section 1.704-1(b)(2)(iv)(m), as applicable, to reflect such adjustment.

(e)Compliance with Regulations.  The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulation.  In the event that the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulation, the General Partner may make such modification; provided, however, that if such modification constitutes a Material Modification, it shall become effective only upon the consent of any Partner to whom such modification would constitute a Material Modification.

41

Section 6.2Profits and Losses.

(a)Allocation.  For each Partnership taxable year or portion thereof, Profit and Loss shall be allocated (after all allocations pursuant to Section 6.3 hereof have been made) in such a manner so as to cause the Partially Adjusted Capital Accounts of the Partners to equal, as nearly as possible, their respective Target Accounts.

(b)Adjustments to “Profits” and “Losses”.  When used in this Agreement, “Profits” and “Losses” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), and otherwise in accordance with the methods of accounting followed by the Partnership for federal income tax purposes, with the following adjustments:

(i)any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii)any items that are specially allocated pursuant to this Agreement shall not be taken into account in computing Profits or Losses;

(iii)any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (or treated as such under Regulation Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profits or Losses pursuant to this Definition shall be deducted from such taxable income or loss;

(iv)any depreciation, amortization and/or cost recovery deductions with respect to any asset shall be deemed to be equal to the Book Depreciation available with respect to such asset;

(v)the computation of all items of income, gain, loss and deduction shall be made without regard to any basis adjustment under Section 743 of the Code;

(vi)in the event the Book Value of any Partnership asset is adjusted pursuant to the definition of Book Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; and

(vii)gain or loss resulting from any disposition of assets with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Book Value.

Section 6.3Regulatory Allocations.

(a)Minimum Gain Chargeback.  If there is a net decrease in Partnership Minimum Gain during any fiscal year, each Partner shall be specially allocated items

42

of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g).  Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2).  This Section 6.3(a) is intended to comply with the “minimum gain chargeback” requirements of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b)Chargeback Attributable to Partner Nonrecourse Debt.  If there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year attributable to a Partner Nonrecourse Debt, each Partner with a share of Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt at the beginning of such year shall be specially allocated items of income and gain for such fiscal year (and, if necessary, for subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4) and (5).  Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2).  This Section 6.3(b) is intended to comply with the “minimum gain chargeback” requirements of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c)Qualified Income Offset.  If any Partner unexpectedly receives any adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in or increases an Adjusted Capital Account Deficit for the Partner, such Partner shall be allocated items of income and book gain in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit or increase therein as quickly as possible; provided, that an allocation pursuant to this Section 6.3(c) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided in this Article VI have been tentatively made as if this Section 6.3(c) were not in the Agreement.  This Section 6.3(c) is intended to constitute a “qualified income offset” as provided by Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)Partner Nonrecourse Deductions.  Items of Partnership loss, deduction or Section 705(a)(2)(B) expenditures that are attributable to a Partner Nonrecourse Debt (“Partner Nonrecourse Deductions”) shall be allocated among the Partners who bear the Economic Risk of Loss for such Partner Nonrecourse Debt in the ratio in which they share Economic Risk of Loss for such Partner Nonrecourse Debt.  This provision is to be interpreted in a manner consistent with the requirements of Regulations Section 1.704-2(b)(4) and (i)(1).

(e)Limitation on Allocation of Net Loss.  To the extent any allocation of Losses or other items of loss or deduction would cause or increase an Adjusted Capital Account Deficit as to any Partner, such allocation shall be reallocated among the other Partners in accordance with their respective Percentage Interests, subject to the limitations hereof.

43

(f)Curative Allocation.  The allocations set forth in this Section 6.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of the applicable Regulations promulgated under Code Section 704(b).  Notwithstanding any other provision of this Article VI, the Regulatory Allocations shall be taken into account in allocating other operating Profits, Losses and other items of income, gain, loss and deduction to the Partners for Capital Account purposes so that, to the extent possible, the net amount of such allocations of Profits, Losses and other items shall be equal to the amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred.

Section 6.4Allocation of Tax Items for Tax Purposes.

(a)Generally.  Subject to Sections 1.704-1(b)(4)(i) and 1.704-1(b)(2)(iv)(m) of the Regulations and except as otherwise provided in this Article VI, allocations of income, gain, loss, deduction and credit for federal, state and local tax purposes shall be allocated to the Partners in the same manner and amounts as the book items corresponding to such tax items are allocated for Capital Account purposes.

(b)Recapture Income.  Notwithstanding Section 6.4(a) hereof, if there is a gain on any sale, exchange or other disposition of Partnership assets and all or a portion of such gain is characterized as ordinary income by virtue of the recapture rules of Code Section 1245 or 1250, or under the corresponding recapture rules of state or local income tax law, as the case may be, then, to the extent possible, such recapture income for United States and state and local tax purposes shall be allocated to the Partners in the ratio that they were allocated Tax Depreciation previously taken and allowed with respect to the Partnership assets being sold or otherwise disposed of.

(c)Section 754 Adjustments.  Notwithstanding Section 6.4(a) hereof, any increase or decrease in the amount of any items of income, gain, loss, deduction or credit for tax purposes attributable to an adjustment to the basis of Partnership assets made pursuant to a valid election or deemed election under Sections 732(d), 734, 743, and 754 of the Code, and any increase or decrease in the amount of any item of credit or tax preference attributable to any such adjustment, shall be allocated to those Partners entitled thereto under such law.  Such items shall be excluded in determining the Capital Accounts of the Partners, except as otherwise provided by Section 1.704-1(b)(2)(iv)(m) of the Regulations.

(d)Nonrecourse Deductions.  Any “Nonrecourse Deductions” as defined in Treasury Regulations Section 1.704-2(c) for any fiscal year or other period shall be specially allocated as items of loss in the manner provided in Treasury Regulations Section 1.704-2(j)(1)(ii).  Depreciation deductions shall be treated as Nonrecourse Deductions with respect to a property only to the extent that such deductions reduce the property’s tax basis below the amount of the Nonrecourse Liability encumbering the property.

(e)Sharing of Excess Nonrecourse Liabilities.  For purposes of Section 1.752-3(a)(3) of the Regulations, the excess Nonrecourse Liabilities of the Partnership shall be allocated one hundred (100%) percent to LMLP.  In the event it is determined that Inland would be allocated less than its proportionate share of depreciation in any year as a result

44

of the allocation of liabilities to LMLP, the Partners agree to reallocate the liabilities in accordance with Percentage Interests.

(f)Section 704(c).  Notwithstanding Section 6.4 hereof, if the Partnership owns or acquires Section 704(c) Property, or if the Tax Matters Partner makes an election referred to in the definition of “Book Value” herein, then, solely for tax purposes and not for Capital Account purposes, Tax Depreciation, and any gain or loss, attributable to such Section 704(c) Property shall be allocated between or among the Partners in a manner that takes into account the variation between such Book Value and such adjusted tax basis, using the traditional method of allocation, in accordance with the principles of Code Section 704(c) and the Regulations promulgated thereunder and such method set forth in Regulations Section 1.704-3(b).

Section 6.5Tax Matters Partner.  The General Partner is hereby designated as the “tax matters partner” for the Partnership as such term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), and all federal, state and local tax audits and litigation shall be conducted under the direction of the General Partner.  All expenses incurred with respect to any tax matter which does or may affect the Partnership, including but not limited to expenses incurred in connection with Partnership level administrative or judicial tax proceedings, shall be paid out of Partnership assets, whether or not included in an Annual Plan.  The Tax Matters Partner shall, promptly upon receipt thereof, forward to each Partner a copy of any correspondence relating to the Partnership received from the Internal Revenue Service or any other tax authority which relates to matters that are of material importance to the Partnership and/or the Partners.  The Tax Matters Partner shall promptly advise each Partner in writing of the substance of any material conversation held with any representative of the Internal Revenue Service which relates to an audit or administrative proceeding relating to a tax return of the Partnership.  

Section 6.6Adjustments.

(a)Generally.  Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss and deduction and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits and Losses, as the case may be, for the year.

(b)Upon Transfer or Change in Percentage Interest.   If any Percentage Interest is transferred in any fiscal year in accordance with this Agreement, or if a Partner’s Percentage Interest changes during any fiscal year, all Profits and Losses attributable to such Percentage Interest for such fiscal year shall be divided and allocated in accordance with an interim closing of the books as of the date of a transfer or change.

(c)Amendments to this Article VI.  The General Partner is specifically authorized by each Partner, upon the advice of the accountants or legal counsel for the Partnership, to amend this Article VI to comply with any Regulations with respect to the distributions and allocations of the Partnership and any such amendment shall become effective; provided, however, that if such amendment constitutes a Material Modification for any Partner,

45

then such amendment shall become effective only upon the express written consent of such Partner.

ARTICLE VII
DISTRIBUTIONS

Section 7.1Cash Available for Distributions.

(a)Generally.  Notwithstanding anything herein to the contrary, no distribution shall be made until all Priority Loans are paid in full.

(i)Following (x) the satisfaction of accrued and unpaid interest on Priority Loans, in proportion to the outstanding Priority Loans, if any, and (y) the satisfaction of outstanding principal balances on Priority Loans, in proportion to the outstanding Priority Loans, if any, the General Partner shall cause the Partnership to distribute all Net Cash Flow from Operations quarterly on the 15^th of January, April, July and October, as follows:

(A)first, to LMLP in an amount equal to the Preferred Equity Return;

(B)second, to Inland until such time as Inland has received cumulative distributions in an amount sufficient to achieve a 9% Cash-On-Cash Return (“Inland Priority Return”);

(C)third, to LMLP, until such time as LMLP has received cumulative distributions in an amount sufficient to achieve a 9% Cash-On-Cash Return (“LMLP Priority Return”);

(D)fourth, to Inland until all Capital Contributions made by Inland have been returned (for the purposes of this Section 7.1(a)(i)(D), Capital Contributions shall include Acquisition Fees (if any) paid by Inland);

(E)fifth, to LMLP until all Capital Contributions made by LMLP or credited on LMLP’s behalf have been returned (for the purposes of this Section 7.1(a)(i)(E), Capital Contributions shall include 17.65% of the amount of the Acquisition Fees (if any) paid by Inland); and

(F)thereafter, (x) so long as LMLP GP is the General Partner, (1) 65% to Inland and (2) 35% to LMLP, or (y) so long as LMLP GP is no longer the General Partner, (2) 85% to Inland and (2) 15% to LMLP.

(ii)Following (w) the satisfaction of accrued and unpaid interest on Priority Loans, in proportion to the outstanding Priority Loans, if any, and (x) the satisfaction of outstanding principal balances on Priority Loans, in proportion to the outstanding Priority Loans, if any, the General Partner shall cause the Partnership to distribute Net Cash from Sales and Financings as soon as practicable after the receipt of such Net Cash from Sales or Refinancings, as follows:

46

(A)first, in the case of Net Cash from Sales and Financings related to a Preferred Equity Asset, to LMLP in an amount equal to the Preferred Equity allocated to such Preferred Equity Asset, together with any accrued and unpaid Preferred Equity Return in respect of such allocated Preferred Equity;

(B)second, to Inland to the extent of any unpaid Inland Priority Return;

(C)third, to LMLP to the extent of any unpaid LMLP Priority Return;

(D)fourth, to Inland until all Capital Contributions made by Inland have been returned (solely for the purposes of this Section 7.1(a)(i)(D), Capital Contributions shall include Acquisition Fees (if any) paid by Inland);

(E)fifth, to LMLP until all Capital Contributions made by LMLP or credited on LMLP’s behalf have been returned (solely for the purposes of this Section 7.1(a)(i)(E), Capital Contributions shall include 17.65% of the amount of the Acquisition Fees (if any) paid by Inland); and

(F)thereafter, (x) so long as LMLP GP is the General Partner, (1) 65% to Inland and (2) 35% to LMLP, or (y) so long as LMLP GP is no longer the General Partner, (2) 85% to Inland and (2) 15% to LMLP.

(iii)In the event the Partnership fails to (i) make a distribution to LMLP in an amount equal to the Preferred Equity Return for such quarter when such distribution is required to be made hereunder or (ii) repay any allocated portion of the Preferred Equity when such repayment is required hereunder, and such failure remains uncured for 10 days following such event, then LMLP shall be entitled to the Enhanced Preferred Equity Return following such date unless and until such failure is cured.

(iv)Distributable Cash shall not be used to acquire Qualified Assets or make capital improvements on Qualified Assets unless approved in accordance with Section 3.4 hereof.

(b)Withholdings.  The General Partner is authorized to withhold from distributions or allocations to any Partner (or, in the event there are insufficient funds, require such Partner to contribute to the Partnership) and to pay over to any federal, state or local government any amounts required to be withheld pursuant to the Code or any provisions of any other federal, state or local law with respect to any payment, distribution or allocation to the Partnership or such Partner and shall allocate any such amounts to such Partner with respect to which such amount was withheld. All amounts so withheld (including such amounts contributed by the Partner) shall be treated as amounts distributed to such Partner, and will reduce the amount otherwise distributable to such Partner, pursuant to this Article VII for all purposes under this Agreement.

(c)Restrictions on Distributions.  Notwithstanding anything to the contrary contained in this Section 7.1, the Partnership shall not make a distribution to the

47

extent that, at the time of such distribution and after giving effect to such distribution, all liabilities of the Partnership (other than liabilities to the Partners on account of their Capital Contributions or liabilities for which the recourse of creditors is limited to specific assets of the Partnership) shall exceed the Fair Market Value of the Partnership assets, except that the Fair Market Value of Qualified Asset that is subject to a liability for which the recourse of the creditors is limited shall be included in the Partnership assets only to the extent that the Fair Market Value of such Qualified Asset exceeds that liability.

ARTICLE VIII
TRANSFER; REMOVAL OF GENERAL PARTNER

Section 8.1Prohibition on Transfers and Withdrawals by Partners.  

(a)The Partners shall be prohibited from, directly or indirectly, transferring, assigning, pledging or hypothecating their respective interests (or any part of such interests) in the Partnership and any attempted transfer shall be void ab initio; provided, that the following transfers shall be permitted:

(i)assignments of a Partner’s interest in the Partnership (but only its entire interest) to an Affiliate of such Partner, but only upon fifteen (15) days written notice to the other Partners;

(ii)transfers up to 49% of the ownership interests in a Partner, so long as the management of such Partner immediately prior to such transfer possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Partner following such transfer, whether through the ability to exercise voting power, by contract or otherwise;

(iii)transfers by inheritance, devise, bequest or by operation of law upon the death of a natural person; and

(iv)sales, transfers or issuance of shares of capital stock in LXP and securities convertible into capital stock in LXP, provided a class of capital stock in LXP is listed on a nationally recognized stock exchange or market.

(b)Except as provided in this Section 8.1 and in Section 8.2,Section 11.1 and Section 11.2 hereof, the Partners shall be prohibited from withdrawing from the Partnership.  If any Partner withdraws from the Partnership, it shall be and remain liable for all obligations and liabilities incurred by it as a Partner, and shall be liable to the Partnership and the other Partners for all indemnifications set forth herein and for any liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys’ fees) incurred by the Partnership as a result of any withdrawal in breach of this Agreement.

Section 8.2Removal of LMLP GP as General Partner.  Upon a Removal Event, Inland shall have the right to remove the General Partner for a period of sixty (60) days following the occurrence of a Removal Event, and if such right is timely exercised, Inland shall have the right to appoint either Inland or an Affiliate of Inland as the new

48

General Partner.  Such removal of LMLP GP shall be effective ten (10) Business Days after receipt by LMLP GP of written notice from Inland.  Upon such removal, notwithstanding anything in this Agreement or the Management Agreement to the contrary, (a) LMLP GP shall cease to be a general partner and a partner of the Partnership; (b) two of the three members of the Executive Committee appointed by LMLP shall be removed and replacements shall be appointed by Inland; (c) the Management Agreement shall terminate; and (d) either Inland or one of its Affiliates shall be appointed the General Partner of the Partnership and this Agreement shall be amended to reflect such appointment.  

ARTICLE IX
TERMINATION

Section 9.1Dissolution.  The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (collectively, the “Liquidating Events”):

(i)the reduction to cash or cash equivalents (other than purchase money notes obtained by the Partnership from the sale of Qualified Asset) of the last remaining Qualified Asset;

(ii)the agreement in writing by the Partners to dissolve the Partnership;

(iii)the entry of a decree of judicial dissolution of the Partnership pursuant to Section 17-802 of the Act;

(iv)the election of any Partner to dissolve the Partnership on the seventh anniversary of the date first set forth above or any anniversary thereafter;

(v)all of the Qualified Assets have been sold to LMLP, or its designees, or to Inland, or its designees, pursuant to the exercise of the Buy/Sell as provided in Section 11.2 hereof;

(vi)the Bankruptcy of any LMLP Partner or Inland;

(vii)the election of LMLP to dissolve the Partnership after (A) LMLP GP is no longer the General Partner and (B) a breach by Inland or the General Partner of (x) Articles VI or VII hereof, which remains uncured for thirty (30) days following receipt of notice of such breach from LMLP, or (y) Section 12.19 hereof.

(viii)the election of Inland to dissolve the Partnership after the removal of LMLP GP as the General Partner upon a Removal Event.

Section 9.2Termination.  In all cases of dissolution of the Partnership, the business of the Partnership shall be wound up and the Partnership terminated as promptly as practicable thereafter, and each of the following shall be accomplished:

49

(i)The Liquidator shall cause to be prepared a statement setting forth the assets and liabilities of the Partnership as of the date of dissolution, a copy of which statement shall be furnished to each Partner;

(ii)The Qualified Assets and assets of the Partnership shall be liquidated by the Liquidator as promptly as possible, but in an orderly and businesslike and commercially reasonable manner, consistent with maximizing the price to be received.  The Liquidator in its reasonable discretion shall determine whether to sell any Qualified Asset at a public or private sale, for such price and on such terms as the Liquidator shall determine in its sole discretion.  The Liquidator may, in the exercise of its good faith business judgment and if commercially reasonable, determine not to sell a portion of the Qualified Assets and assets of the Partnership, in which event such Qualified Assets and assets shall be distributed in kind pursuant to clause (iv) below;

(iii)Any Profit or Loss realized by the Partnership upon the sale or other disposition of its assets pursuant to Section 9.2(ii) above shall be allocated to the Partners as required by Article VI hereof; and

(iv)The proceeds of sale and all other assets of the Partnership shall be applied and distributed as follows and in the following order of priority:

(A)To the payment of the debts and liabilities of the Partnership and the expenses of Liquidation;

(B)To the setting up of any reserves which the Liquidator shall reasonably determine to be necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Partnership or the Partners arising out of or in connection with the Partnership.  Such reserves may, in the discretion of the Liquidator, be paid over to a national bank or national title company selected by it and authorized to conduct business as an escrowee to be held by such bank or title company as escrowee for the purposes of disbursing such reserves to satisfy the liabilities and obligations described above, and at the expiration of such period as the Liquidator may reasonably deem advisable, distribute any remaining balance in the manner set forth below; and

(C)The balance, if any, to the Partners in accordance with Sections 7.1(a)(ii) and (iii) hereof.

No payment or distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full.  If the payments due to be made in any of the foregoing categories exceed the remaining assets available for such purpose, such payment shall be made to the Persons entitled to receive the same prorata in accordance with the respective amount due them.

Payments described in clause (iv) above must be made in cash.  The Partners shall continue to share profits, losses and other tax items during the period of liquidation in the same proportions as before dissolution.

50

Section 9.3Certificate of Cancellation.  Upon completion of the distribution of the Partnership’s assets as provided in this Article IX and the completion of the winding-up of the affairs of the Partnership, the Partnership shall be terminated, and the Liquidator shall cause the filing of a certificate of cancellation of the certificate of limited partnership in the office of the Secretary of State of the State of Delaware in accordance with the Act and shall take all such other actions as may be necessary to terminate the Partnership in accordance with the Act and shall take such other actions as may be necessary to terminate the Partnership’s registration in any other jurisdictions where the Partnership is registered or qualified to do business.

Section 9.4Acts in Furtherance of Liquidation.  Each Partner or former Partner, upon the request of the Liquidator, shall promptly execute, acknowledge and deliver all documents and other instruments as the Liquidator shall reasonably request to effectuate the proper dissolution and termination of the Partnership, including the winding up of the business of the Partnership.

ARTICLE X
REPRESENTATIONS OF THE PARTNERS

Section 10.1Representations of Inland.  Inland hereby represents and warrants to the LMLP Partners and the Partnership as follows:

(i)this Agreement constitutes the valid and binding agreement of Inland, enforceable against Inland in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity;

(ii)Inland has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;

(iii)Inland has all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by Inland is necessary to authorize the execution or delivery of this Agreement;

(iv)this Agreement has been duly and validly executed and delivered by Inland and the execution, delivery and performance hereof by Inland does not and will not (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon Inland’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which Inland is a party or by which Inland or any of its assets is bound;

(v)the formation of the Partnership does not and the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of Inland;

51

(vi)Inland has the financial capacity to perform its obligations under this Agreement;

(vii)no finder’s, broker’s or similar fee or commission has been paid or shall be paid by Inland to any individual or organization in connection with the formation of the Partnership; provided, however, that Inland may pay fees to related parties;

(viii)there is no action, suit or proceeding pending or, to its knowledge, threatened against Inland that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of Inland to perform its obligations hereunder;

(ix)Inland is not the subject of any Bankruptcy;

(x)to Inland’s knowledge, Inland has not received from any governmental agency any notice of violation of any law, statute or regulation which would have a material adverse effect on the Partnership;

(xi)to Inland’s knowledge, Inland is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of Inland or the Partnership; and

(xii)Inland (which for the purposes of this Section 10.2(x) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of Inland, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gove/ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

Section 10.2Representations of the LMLP Partners.  Each LMLP Partner represents and warrants to Inland and the Partnership as follows:

(i)this Agreement constitutes the valid and binding agreement of such LMLP Partner enforceable against such LMLP Partner in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity;

(ii)LMLP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions

52

hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;

(iii)LMLP GP has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;

(iv)such LMLP Partner has all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by such LMLP Partner is necessary to authorize the execution or delivery of this Agreement;

(v)this Agreement has been duly and validly executed and delivered by such LMLP Partner and the execution, delivery and performance hereof by such LMLP Partner does not and will not (x) require the approval of any other Person or (y) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such LMLP Partner’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such LMLP Partner or any LMLP Affiliated Party is a party or by which such LMLP Partner or any of its assets is bound;

(vi)to such LMLP Partner’s knowledge, such LMLP Partner is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of such LMLP Partner or the Partnership;

(vii)the formation of the Partnership does not and the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such LMLP Partner;

(viii)no finder’s, broker’s or similar fee or commission has been paid or shall be paid to any individual or organization in connection with the formation of the Partnership except for fees payable to Wachovia Capital Markets, LLC, which shall be paid by LMLP and not the Partnership;

(ix)there is no action, suit or proceeding pending or, to its knowledge, threatened against such LMLP Partner that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such LMLP Partner to perform its obligations hereunder;

(x)such LMLP Partner is not the subject of any Bankruptcy;

(xi)to such LMLP Partner’s knowledge, such LMLP Partner has not received from any governmental agency any notice of violation of any law,

53

statute or regulation which would have a material adverse effect on the financial condition of such LMLP Partner or of the Partnership;

(xii)each LMLP Partner has the financial capacity to perform its obligations under this Agreement; and

(xiii)each LMLP Partner (which for the purposes of this Section 10.2(x) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such LMLP Partner, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gove/ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

ARTICLE XI
SPECIAL PARTNER RIGHTS AND OBLIGATIONS

Section 11.1Right of First Offer.  

(a)At any time after the Rights Trigger Date, if either Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by an LMLP Partner) wishes to sell their Percentage Interest or cause the Partnership to sell any Qualified Asset (for the purposes of this section, such selling Partner, the “ROFO Offering Partner”), the ROFO Offering Partner shall deliver a written notice (a “ROFO Notice”) to the Other Partner (the “ROFO Responding Partner)”) specifying to the ROFO Responding Partner in writing the terms and conditions (the “ROFO Terms”) and the price (the “ROFOOffer Price”) at which the ROFO Offering Partner would be willing to sell their entire Percentage Interest or the ROFO Offering Partner would be willing to permit the Partnership to sell any of the Qualifying Assets, as the case may be, to the ROFO Responding Partner.  Any ROFO Notice shall reference the invocation of this Section 11.1 and shall constitute an irrevocable offer from the ROFO Offering Partner to the ROFO Responding Partner to sell its entire Percentage Interest or permit the sale by the Partnership of the stated Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO Responding Partner does not elect to buy the ROFO Offering Partner’s entire Percentage Interest or the stated Qualifying Assets, as the case may be, within forty-five (45) days following receipt of the ROFO Notice by delivering an election notice to the ROFO Offering Partner (the “ROFO Response Notice”), subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell their entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party pursuant to an arm’s length transaction on terms not more favorable to such bona fide third party than the ROFO Terms and for an amount equal to or greater than the ROFO Offer Price (the “Required Third Party Price and Terms”).  In the event the ROFO Responding Partner fails to timely deliver a ROFO Response Notice, subject to Sections 11.1(b) and (c), the ROFO Offering

54

Partner shall be permitted to sell its entire Percentage Interest or any of the Qualifying Assets on behalf of the Partnership, as the case may be, for the Required Third Party Price and Terms.

(b)In the event the ROFO Offering Partner is permitted to sell its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, pursuant to Section 11.1(a) above, the ROFO Offering Partner shall have the right for a period of six (6) months after the date of the ROFO Notice (the “Third Party Sale Period”) to sell its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party for and on the Required Third Party Price and Terms. In the event the ROFO Offering Partner fails to consummate the sale of its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, for the Required Third Party Price prior to the expiration of the Third Party Sale Period, the ROFO Offering Partner’s right to sell its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party will be revoked until such time as the ROFO Offering Partner has repeated the process set forth in Section 11.1(a) and provided the ROFO Responding Partner with the right to make its election pursuant to Section 11.1(a) above.

(c)Any exercise of the provisions of this Section 11.1 is also subject to the provisions of Section 11.3 below.

Section 11.2Buy/Sell.

(a)Generally.  After the Rights Trigger Date, Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by an LMLP Partner), as specified therein (the “Buy/Sell Offering Partner”), may provide the Other Partner (the “Buy/Sell Responding Partner”) with notice (the “Buy/Sell Notice”) of a price (the “Buy/Sell Offer Price”) that the Buy/Sell Offering Partner, or its designated Affiliate(s), is willing to pay to purchase (A) those Qualified Assets which the Buy/Sell Offering Partner, or its designated Affiliate(s), desire to purchase if the Buy/Sell Offering Partner, or its designated Affiliate(s), desire to purchase less than all of the Qualified Assets from the Partnership, or (B) all of the Qualified Assets if the Buy/Sell Offering Partner, or its designated Affiliate(s), desire to purchase all of the Qualified Assets (provided that an offer to purchase all of the Qualified Assets shall be implemented as a purchase by the Buy/Sell Offering Partner, or its designated Affiliate(s), of the Percentage Interests of the Buy/Sell Responding Partner) (such Qualified Assets or such Percentage Interests, as the case may be, the “Buy/Sell Asset”).  The Buy/Sell Notice shall include, as an attachment thereto, a bona fide proposed purchase and sale agreement on terms reasonably customary for the sale of real estate assets or for the sale of partnership interests in a limited partnership that owns primarily real estate assets (the “Offered Agreement”).  Upon receipt of the Buy/Sell Notice, the Buy/Sell Responding Partner shall have forty-five (45) days to provide to the Buy/Sell Offering Partner a notice (the “Buy/Sell Response Notice”) specifying the Buy/Sell Responding Partner’s election either, (i) if the Buy/Sell Asset comprises less than all of the Qualified Assets, to cause the Partnership to sell the Buy/Sell Asset to the Buy/Sell Offering Partner, or its designated Affiliate(s), at the Buy/Sell Offer Price pursuant to the Offered Agreement or (y) to purchase (or have a designated Affiliate(s) purchase) the Buy/Sell Asset from the Partnership for a purchase price equal to the Buy/Sell Offer Price and on substantially the same terms and conditions as provided in the Offered Agreement, or,

55

(ii) if the Buy/Sell Asset comprises all of the Qualified Assets, purchase the Percentage Interest of the Buy/Sell Offering Partner or sell its Percentage Interest to the Buy/Sell Offering Partner, or its designated Affiliate(s), for a purchase price equal to the amount the Buy/Sell Responding Partner would receive under Section 9.2 hereof if the Partnership assets were sold at the Buy/Sell Offer Price and the Partnership were liquidated and dissolved (the “Buy/Sell Responding Interest Price”) and on substantially the same terms and conditions as provided in the Offered Agreement.  Any Buy/Sell Notice made with respect to all of the Qualified Assets in connection with an Event of Default shall supersede and render of no further effect any Buy/Sell Notice or ROFO Notice (x) made with respect to less than all of the Qualified Assets and (y) to which no Buy/Sell Response Notice or ROFO Response Notice, as the case may be, has been provided to the Buy/Sell Offering Partner or ROFO Offering Partner, as the case may be.

(b)Buy/Sell Responding Partner’s Election to Purchase.  If the Responding Partner timely delivers a Buy/Sell Response Notice that specifies the Buy/Sell Responding Partner’s election to purchase the Buy/Sell Asset, as described in Section 11.2(a) above, then the Buy/Sell Responding Partner shall have up to seventy-five (75) days from the date of the delivery of the Buy/Sell Response Notice to close the purchase of the Buy/Sell Asset on substantially the same terms and conditions as contained in the Offered Agreement.

(c)Buy/Sell Responding Partner’s Election not to Purchase.  If the Buy/Sell Responding Partner timely delivers a Buy/Sell Response Notice that specifies the Buy/Sell Responding Partner’s election not to purchase the Buy/Sell Asset, or if the Buy/Sell Responding Partner fails to deliver a timely Buy/Sell Response Notice, then (i) if the Buy/Sell Asset comprises less than all of the Qualified Assets, the General Partner shall cause the Partnership to proceed to close the acquisition of the Buy/Sell Asset at the Buy/Sell Offer Price in accordance with the terms and conditions of the Offered Agreement, provided, however, that such closing must take place within the seventy-five (75) day period beginning on the date of delivery of the Buy/Sell Response Notice, or, (ii) if the Buy/Sell Asset comprises all of the Qualified Assets, the Buy/Sell Offering Partner shall purchase the Percentage Interests of the Buy/Sell Responding Partner within the seventy-five (75) day period described in clause (i) above, for the Buy/Sell Responding Interest Price.  In determining the amount of the Buy/Sell Responding Interest Price, it will be assumed that no reserves will be required pursuant to Section 9.2 hereof.

Section 11.3Provisions Applicable to Right of First Offer and Buy/Sell

(a)The Purchasing Partner shall deliver to a mutually acceptable escrow agent a non-refundable cash deposit within forty-five (45) days of the Responding Partner’s actual or deemed notice in an amount equal to the lesser of (i) five percent (5%) of the Offer Price, as applicable, or (ii) $1,000,000 (the “Deposit”) to secure the Purchasing Partner’s obligations hereunder.

(b)Closing of any transfer pursuant to Section 11.1 or Section 11.2 above (“Closing”) shall occur on the thirtieth (30th) day following the date of the escrow agent's receipt of the Purchasing Partner’s deposit as contemplated by Section 11.3(b) above (or, if such day is not a Business Day, the next succeeding Business Day) (the “Closing Date”), at

56

the principal place of business of the Partnership, or at such other time and place as may be mutually agreed upon by the Purchasing Partner and the Selling Partner, and (unless otherwise agreed to by the Purchasing Partner and the Selling Partner) shall be on a cash basis.  At such Closing: (i) the Selling Partner shall convey all of its Percentage Interest in the Partnership, and, if applicable, all of their debt claims against the Partnership, and warrant that such interests and claims are free of all adverse claims and encumbrances (unless otherwise agreed upon by the Purchasing Partner and the Selling Partner); (ii) the Purchasing Partner shall pay the Selling Partner the Offer Price, less a credit for the Deposit (which shall be delivered by the escrow agent to the Selling Partner and the amount thereof credited against the Offer Price), and as adjusted by customary closing prorations and customary closing costs, in cash; and (iii) the Selling Partner, the Purchasing Partner and the Partnership shall execute and deliver such other documents as may be appropriate to effect, evidence and perfect the transaction.

(c)Should the Purchasing Partner fail to close the transactions elected pursuant to Section 11.1 or Section 11.2 above prior to the Closing Date, the Selling Partner, as its exclusive remedies in the circumstances, (i) shall be entitled to receive from the escrow agent, as liquidated damages for such failure, the Deposit deposited pursuant to Section 11.3(b) of this Agreement, (ii) shall have the right for a period of twelve (12) months after the scheduled Closing Date (the “Default Sale Period”) to acquire the Purchasing Partner’s Percentage Interest or interest in the stated Qualified Assets, as the case may be, for 95% of the Offer Price, and (iii) the Purchasing Partner’s rights pursuant to Section 11.1 and 11.2 hereof shall be suspended for a period of twelve (12) months after the scheduled Closing Date.

(d)In connection with a transfer pursuant to Sections 11.1 or 11.2, the Purchasing Partner may designate an Affiliate or Affiliates to acquire the Selling Partner’s Percentage Interests or interests in the stated Qualified Assets, as the case may be, in which event such Affiliate(s) shall acquire such Percentage Interest or interests in the stated Qualified Assets, as the case may be, but no such designation or acquisition shall relieve the Purchasing Partner (as determined without regard to this Section 11.3(e)) from any obligation under this Article XI.

(e)Each of Inland and LMLP shall have the right to exercise either the Right of First Offer pursuant to Section 11.1 above or the Buy/Sell pursuant to Section 11.2 above (such Partner being the “Initiating Partner”); provided, however, that upon any Initiating Partner’s exercise of either of these provisions, the Other Partner may not again trigger the provisions of either Section 11.1 or 11.2 until the termination of all procedures and timeframes pursuant to the Initiating Partner’s chosen provision.

(f)As a condition to any transfer by either Inland or LMLP of its Percentage Interest or the stated Qualified Assets by the Partnership, as the case may be, pursuant to either

57

Section 11.1 or Section 11.2 of this Agreement, the Selling Partner must be released at the closing from any indemnities, guaranties or other credit enhancements granted by such Selling Partner on behalf of the Partnership to any third party relating to the interest being transferred.

(g)As a condition to any transfer by Inland of its Percentage Interest or the stated Qualified Assets by the Partnership, as the case may be, pursuant to either Section 11.1 or Section 11.2 of this Agreement, any Preferred Equity relating to the property that is the subject of the transfer, together with accrued and unpaid Preferred Equity Return, shall be distributed to LMLP.

(h)If either Inland or LMLP initiates a legal action with respect to any exercise of the other Partner’s rights under this Article XI, the losing Partner shall pay all attorneys’ fees and court costs arising in connection with such legal action.

(i)Each Partner shall bear its own costs, such as due diligence expenses and consultants’ and attorneys’ fees, incurred in connection with its exercise of, or response to, any rights under this Article XI.

ARTICLE XII
GENERAL PROVISIONS

Section 12.1Notices.

(a)Generally.  All notices, demands, approvals, consents or requests provided for or permitted to be given pursuant to this Agreement must be in writing.

(b)Manner of Notice.  All notices, demands, approvals, consents and requests to be sent to the Partnership or any Partner pursuant to the terms hereof shall be deemed to have been properly given or served, if personally delivered, sent by recognized messenger or next day courier service, or sent by United States mail, telex or facsimile transmission to the addresses or facsimile numbers listed below, and will be deemed received, unless earlier received:  (a) if sent by express, certified or registered mail, return receipt requested, when actually received or delivery refused; (b) if sent by messenger or courier, when actually received; (c) if sent by telex or facsimile transmission, on the date sent, so long as a confirming notice is sent by messenger or courier or by express, certified, registered, or first-class mail; (d) if delivered by hand, on the date of delivery; and (e) if sent by first-class mail, seven days after it was mailed.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request sent.

If to the Partnership:	Net Lease Strategic Assets Fund L.P. c/o Lexington Realty Trust One Penn Plaza, Suite 4015 New York, New York 10119-4015 Attention:  Chief Executive Officer Fax No.  (212) 594-6600
with a copy to:	Inland American (Net Lease) Sub, LLC c/o Inland American Real Estate Trust, Inc. 2901 Butterfield Road Oak Brook, Illinois 60523 Attention: Fax No.:  (630)

58

If to the Partnership:	Net Lease Strategic Assets Fund L.P. c/o Lexington Realty Trust One Penn Plaza, Suite 4015 New York, New York 10119-4015 Attention:  Chief Executive Officer Fax No.  (212) 594-6600
with a copy to:	Inland American (Net Lease) Sub, LLC c/o Inland American Real Estate Trust, Inc. 2901 Butterfield Road Oak Brook, Illinois 60523 Attention: Fax No.:  (630)
If to either LMLP Partner:	c/o Lexington Realty Trust One Penn Plaza, Suite 4015 New York, New York 10119-4015 Attention:  Chief Executive Officer Fax No.  (212) 594-6600
with a copy of any notice to:	Post, Heymann & Koffler LLP Wing A, Suite 211 Two Jericho Plaza Jericho, New York 11753 Attention:  David Heymann, Esq. Fax No.:  (516) 433-2777
If to Inland:	Inland American (Net Lease) Sub, LLC c/o Inland America Real Estate Trust, Inc. 2901 Butterfield Road Oak Brook, Illinois 60523 Attention: Lori Foust and Scott Wilton Fax No.:  (630)
and a copy of any notices to:	Levenfeld Pearlstein LLC 2 North LaSalle, Suite 1300 Chicago, Illinois 60602 Attention:  Marc Joseph and Russell Shapiro Fax No.:  (312) 346-8434

(c)Right to Change Addresses.  A Partner shall have the right from time to time and at any time during the term of this Agreement to change its notice address or addresses by giving to the Other Partners at least ten (10) Business Days’ prior written notice thereof in the manner provided by this Section 12.1.

Section 12.2Governing Laws.  This Agreement and the obligations of the Partners hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Delaware without regard to its choice of law provisions.  Except as otherwise provided herein, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act.

Section 12.3Entire Agreement.  This Agreement (including the exhibits and schedules hereto) contains the entire agreement between the parties, supercedes any prior agreements or understandings between them and may not be modified or amended in any manner other than pursuant to Section 12.12 hereof.

Section 12.4Waiver.  No consent or waiver, express or implied, by any Partner to or of any breach or default by any other Partner in the performance by the other Partner of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Partner of the same or any other obligations of such other Partner hereunder.  Failure on the part of any Partner to complain of any act or failure to act of any of the other Partners or to declare any of the other Partners in default, irrespective of how long such failure continues, shall not constitute a waiver by such

59

Partner of its rights hereunder.  No custom, practice or course of dealings arising among the Partners in the administration hereof shall be construed as a waiver or diminution of the right of any Partner to insist upon the strict performance by any other Partner of the terms, covenants, agreements and conditions herein contained.

Section 12.5Validity.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 12.6Terminology; Captions.  All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa and shall refer solely to the parties signatory hereto except where otherwise specifically provided.  Titles of Articles, Sections, Subsections, Schedules and Exhibits are for convenience only, and neither limit nor amplify the provisions of the Agreement itself, and all references herein to Articles, Sections, Subsections, Schedules and Exhibits shall refer to the corresponding Articles, Sections, Subsections, Schedules and Exhibits of this Agreement unless specific reference is made to such Articles, Sections, Subsections, Schedules and Exhibits of another document or instrument.  Any use of the word “including” herein shall, unless the context otherwise requires, be deemed to mean “including without limitation”.

Section 12.7Remedies Not Exclusive.  Except as otherwise provided herein, the rights and remedies of the Partnership and of the Partners hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof.  Each of the Partners confirms that damages at law may be an inadequate remedy for a breach or threatened breach of this Agreement and agrees that in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy but nothing herein contained is intended to, nor shall it, limit or affect any rights or rights at law or by statute or otherwise of any party aggrieved as against the other for breach or threatened breach of any provision hereof, it being the intention by this section to make clear the agreement of the Partners that the respective rights and obligations of the Partners hereunder shall be enforceable in equity as well as at law or otherwise.

Section 12.8Action by the Partners.  No approval, consent, designation or other action by a Partner shall be binding upon such Partner unless the same is in writing and executed on behalf of such Partner by a duly authorized representative of such Partner.

Section 12.9Further Assurances.  Each of the Partners shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

60

Section 12.10Liability of the Limited Partners.  Each Limited Partner’s exposure to liabilities hereunder is limited to its interest in the Partnership.  No Limited Partner shall be personally liable for the expenses, liabilities, debts, or obligations of the Partnership.

Section 12.11Binding Effect.  Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors, transferees, and assigns.

Section 12.12Amendments.  Except as otherwise provided in this Agreement, this Agreement may not be amended without the written consent of all the Partners.

Section 12.13Counterparts.  This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute but one and the same instrument; signature and acknowledgment pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature and acknowledgement pages are physically attached to the same document.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and delivery to each of the Partners of a fully executed original counterpart of this Agreement.

Section 12.14Waiver of Partition.  Each of the Partners hereby irrevocably waives any and all rights (if any) that it may have to maintain any action for partition of any of the Qualified Assets to be acquired.

Section 12.15No Third Party Beneficiaries.  Supplementing Section 5.4 hereof, nothing in this Agreement, expressed or implied, is intended to confer any rights or remedies upon any Person, other than the Partners and, subject to the restrictions on assignment contained herein, their respective successors and assigns.

Section 12.16Expenses. Each party hereto shall pay all of its own legal and accounting fees and expenses incurred in connection with the formation of the Partnership and the preparation and negotiation of this Agreement and the agreements ancillary hereto.

Section 12.17Jurisdiction; Venue. Each party hereto hereby irrevocably and unconditionally (a) agrees that any action, suit or other legal proceeding brought in connection with or relating to this Agreement or any matter contemplated hereby shall be brought exclusively in a court of competent jurisdiction located in New Castle County, Delaware, whether a state or federal court, and shall not be brought in any court or forum outside New Castle County, Delaware; (b) consents and submits to, and agrees that it will not assert (by way of motion, as a defense or otherwise) that it is not subject to, personal jurisdiction in connection with any such action, suit or proceeding in any such court; and (c) waives to the fullest extent permitted by law, and agrees that it will not assert (by way of motion, as a defense or otherwise), any claim that the laying of venue of any such action, suit or proceeding in any such court is improper or that any such action, suit or proceeding brought in any such court was

61

brought in an inconvenient forum or should be stayed by reason of the pendency of some other action, suit or other legal proceeding in a court or forum other than any such court.

Section 12.18Jury Waiver. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR ANY MATTER CONTEMPLATED HEREBY.

Section 12.19REIT Provisions.

(a)The General Partner and the Partnership shall use commercially reasonable efforts to cause the Partnership to operate as if it were subject to the real estate investment trust (“REIT”) rules of the Code described below, except as otherwise permitted by prior written consent of the Partners:

(i)the "75 percent gross income test" set forth in Section 856(c)(3) of the Code and the ^"95 percent gross income test" set forth in Section 856(c)(2) of the Code; and

(ii) the gross assets tests set forth in Section 856(c) of the Code: (A) the "75 percent asset test^" set forth in Section 856(c)(4)(A) of the Code, (B) the "25 percent asset test^" set forth in Section 856(c)(4)(B)(i) of the Code, (C) the ^"20 percent value limitation" set forth in Section 856(c)(4)(B)(ii) of the Code, (D) the "5 percent value limitation" set forth in Section 856(c)(4)(B)(iii)(I) of the Code and (E) the "10 percent vote and value limitations" set forth in Sections 856(c)(4)(B)(iii)(II) and (III) of the Code.

For purposes of the foregoing tests, any ”mezzanine” loans secured by an equity interest in an entity and any interest therefrom shall not be treated as satisfying such tests unless such loans and interest are in substantial compliance with the requirements of Revenue Procedure 2003-65, except as otherwise permitted by prior written consent of the Partners.

(b)The General Partner and the Partnership shall use commercially reasonable efforts to cause the Partnership not to dispose of any real property in a transaction that would be treated as a "prohibited transaction" within the meaning of Section 857(b)(6)(B)(iii) of the Code, unless (i) the transaction qualifies for the safe harbor, set forth in Section 857(b)(6)(C) of the Code, applied to the Partnership as if the Partnership were subject to Section 857(b)(6), taking into account any other “safe harbor” transactions engaged in by the respective Partner in determining whether seven sales has occurred during the year, including any such transactions engaged in by a joint venture, partnership or limited liability company in which such Partner invests (which information such Partner will provide to the General Partner and Partnership upon written request), (ii) the transaction is required under this Agreement, (iii) the property is disposed of in connection with or in lieu of foreclosure, (iv) the property is transferred in a tax free exchange under the Code, (v) the Partners consent or (vi) the Executive Committee approves such transaction by a Supermajority Vote.

62

(c)The General Partner and the Partnership shall use commercially reasonable efforts to cause the Partnership to make distributions to the Partners in compliance with the “90% distribution requirement” of Section 857(a)(1) of the Code, provided that the General Partner and the Partnership shall not be in violation of this Section 12.19(c) if:

(i) the Partnership makes the distributions required by Articles 7 and 9 of this Agreement, and

(ii) if the distributions required by Articles 7 and 9 of this Agreement are insufficient to satisfy the 90% distribution requirement, the General Partner and Partnership shall

(A) notify the Partners of the insufficiency,

(B)(B) notify the Partners of whether the Partnership is fully leveraged to the extent permitted by the debt and preferred equity ratio set forth in Section 3.8(a) of the Agreement (75%), and

(C)(C) (1) if the Partnership’s debt and preferred equity ratio is below the permitted threshold (75%), the General Partner shall not be required to incur debt to make additional distributions unless a Partner requests it, in which case the General Partner and the Partnership shall use commercially reasonable efforts to cause the Partnership to incur additional debt on commercially reasonable terms in order to make such additional distributions to the requesting Partner and (2) if the Partnership’s debt and preferred equity ratio is at the maximum permitted (75%), the General Partner shall not be required to incur debt to make additional distributions unless both LMLP and Inland consent, in which case the General Partner and the Partnership shall use commercially reasonable efforts to cause the Partnership to incur additional debt on commercially reasonable terms in order to make such additional distributions to both Partners.

If an amount otherwise available for distribution pursuant to Article 7 of the Agreement is used to acquire an Approved Qualified Asset or fund a capital expenditure approved by a Supermajority Vote of the Executive Committee or consented to by the distributee Partner, such Partner’s share of such distribution shall be treated as distributed to the Partner for purposes of satisfying this Section 12.19(c).

(d)Without limiting the foregoing, the General Partner and the Partnership shall take such other reasonable steps as shall be requested in writing in good faith by each Partner and its ultimate Parent entity (Inland Real Estate Trust, Inc. in the case of Inland and Lexington Realty Trust in the case of LMLP), which the requesting Partner and Parent believe in good faith is necessary in order for the Parent (and, in the case of LMLP, LMLP) to continue to qualify as a REIT (determined assuming that, without regard to its investment in the Partnership, such ultimate Parent entity (or LMLP) otherwise would qualify as a REIT) and no other reasonable steps or action could be taken by the requesting Partner or Parent (in lieu of the Partnership taking any requested steps) to enable the Parent to so qualify.

(e)Notwithstanding anything to the contrary in this Agreement, in no event shall the General Partner or Partnership have any liability to a Partner or

63

Affiliate with respect to its failure to qualify as a REIT so long as the General Partner and Partnership have acted in good faith and used commercially reasonable efforts to satisfy the obligations set forth in this Section 12.19.

 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

64

IN WITNESS WHEREOF, this Agreement is executed effective as of the date first set forth above.

LMLP GP

LMLP GP LLC

By: /s/ T. Wilson Eglin

Name: T. Wilson Eglin

Title: President

LMLP

THE LEXINGTON MASTER LIMITED PARTNERSHIP

By: Lex GP-1 Trust, its general partner

By: /s/ T. Wilson Eglin                                                                

Name: T. Wilson Eglin

Title: President

INLAND

INLAND AMERICAN (NET LEASE) SUB, LLC

By: Inland American Real Estate Trust, Inc.

By: _/s/ Lori Foust_____________________

      Name: Lori Foust

      Title:  Treasurer

The undersigned hereby unconditionally and irrevocably
guarantees the obligations of Inland American (Net Lease) Sub,
LLC under Sections 3.10(c), 3.11, 3.12 and 5.1:

INLAND AMERICAN REAL ESTATE TRUST, INC.

By: _/s/ Lori Foust_____________________

      Name: Lori Foust

      Title: Treasurer

65

SCHEDULE 1

Names and Capital Commitments of Partners

Partner Name	Capital Commitment	Initial Capital Contribution	Percentage Interest
The Lexington Master Limited Partnership	$22,500,000.00	$[________]	15.00%
LMLP GP LLC	$0.00	$0.00	0.00%
Inland American (Net Lease) Sub, LLC	$127,500,000.00	$[________]	85.00%

Qualified Contribution Assets

Property (defined in Contribution Agreement)
	Primary Tenant	Address	Existing Indebtedness	Contributed Asset (defined in Contribution Agreement)
Fee Interest	American Electric Power	420 Riverport Road, Kingport, Tennessee	--
Fee Interest	Entergy Services, Inc.	5201 W. Barraque Street, Pine Bluff, Arkansas	--
Fee Interest	Lithia Motors	101 Creger, Fort Collins, Colorado	--
Fee Interest	Raytheon Company	1200 Jupiter Road, Garland, Texas	--	100% interest in Chader Associates LLC and 60% limited partnership interest in Eastgar Associates Limited Partnership
Ground Lease	United Technologies Corp.	120 S.E. Parkway Drive, Franklin, Tennessee	--
Fee Interest	Wachovia Bank, N.A.	265 Lehigh Street, Allentown, Pennsylvania	--

Schedule 1-1

SCHEDULE 2

Acquisition Parameters

Required Parameters

·   Single tenant, net leased, commercial real estate properties in the office, retail and industrial sectors.

·   Real estate properties that have a specialized use, design or other feature providing for higher initial capitalization rates than those of more conventional net leased assets.

·   Not less than $15,000,000 nor greater than $75,000,000 in total acquisition costs.

·   Real estate properties that are fully occupied and rent bearing at purchase.

·   Tenants are solvent.

·   Real estate properties that have strategic value and/or are mission critical to tenant’s business.

Schedule 1-2

SCHEDULE 2.8

Qualified Sale Assets

Property (defined in Purchase Agreement)
	Primary Tenant	Address	Existing Indebtedness	Sold Assets (defined in Purchase Agreement)	LMLP Sale Affiliate
Fee interest	Advance PCS, Inc.	2401 Cherahala Boulevard, Knoxville, Tennessee	$5,054,329.68	100% membership interest in Lexington Knoxville Manager LLC	Lexington Tennessee Holdings L.P.
Fee interest	American Golf Corporation	11411 N. Kelly Avenue, Oklahoma City, Oklahoma	--	100% membership interest in LSAC Oklahoma City Manager LLC and 100 limited partnership interest in LSAC Oklahoma L.P.	LSAC Operating Partnership L.P.
Leasehold interest	ASML Lithography Holding NV	8555 South River Parkway, Tempe, Arizona	$13,415,219.10	100% membership interest in Lexington Tempe Manager LLC and 100% limited partnership interest in Lexington Tempe L.P.	Lexington Contributions, Inc.
40% tenancy-in-common interest	AT&T Wireless Services, Inc.	3201 Quail Springs Parkway, Oklahoma City, Oklahoma	$14,748,872.00	100% membership interest in Lexington Oklahoma City Manager LLC and 100% limited partnership interest in Lexington Oklahoma City L.P.	Lexington TIC OK Holdings L.P.
Fee interest	Baker Hughes, Inc.	9110 Grogans Mill Road, Houston, Texas	$23,650,170.60	Fee interest	Texan Christensen Limited Partnership
Fee interest	Baker Hughes, Inc.	2529 West Thorne Drive, Houston, Texas	$7,217,561.16	Fee interest	Texan Training Limited Partnership
Fee interest	Baker Hughes, Inc.	12645 West Airport Road, Sugarland, Texas	$16,371,694.47	Fee interest	Texan Petrolite Limited Partnership
Fee interest	Bay Valley Foods, LLC	2935 Van Vactor Way, Plymouth, Indiana	$6,609,133.18	100% membership interest in LSAC Plymouth Manager LLC and 100% limited partnership interest in LSAC Plymouth L.P.	LSAC Operating Partnership L.P.
Fee interest	CAE Simuflite, Inc.	29 South Jefferson Road, Hanover,	$16,719,188.84	100% membership interest in LSAC Morris County Manager	LSAC Operating

Schedule 2.8-1

	(CAE Inc.)	New Jersey		LLC and 99.9% limited partnership interest in LSAC Morris County L.P.	Partnership L.P.
Fee interest	Corning, Inc.	736 Addison Road, Erwin, New York	$9,357,883.09	100% membership interest in Lexington TNI Erwin Manager LLC and 100% limited partnership interest in Lexington TNI Erwin L.P.	Triple Net Investment Company LLC
Fee interest	Cox Communications, Inc.	1440 East 15th Street, Tucson, Arizona	$2,275,658.74	100% membership interest in Net 2 Cox LLC	Net 3 Acquisition  L.P.
Fee interest	Dana Corporation	6938 Elm Valley Drive, Kalamazoo, Michigan	$17,340,367.78	100% membership interest in Lexington Kalamazoo Manager LLC and 100% limited partnership interest in Lexington Kalamazoo L.P.	Lepercq Corporate Income Fund L.P.
Leasehold interest	Dana Corporation	730 North Black Branch Road, Elizabethtown, Kentucky	$4,694,433.14	100% interest in to be formed SP Subsidiary	Lexington Elizabethtown 730 Corp.
Leasehold interest	Dana Corporation	750 North Black Branch Road, Elizabethtown, Kentucky	$24,923,414.82	100% interest in to be formed SP Subsidiary	Lexington Elizabethtown 750 Corp.
Leasehold interest	Dana Corporation	10000 Business Boulevard, Dry Ridge, Kentucky	$11,805,918.47	100% interest in to be formed SP Subsidiary	Lexington Dry Ridge Corp.
Leasehold interest	Dana Corporation	301 Bill Byran Boulevard, Hopkinsville, Kentucky	$14,603,212.19	100% interest in to be formed SP Subsidiary	Lexington Hopkinsville Corp.
Leasehold interest	Dana Corporation	4010 Airpark Drive, Owensboro, Kentucky	$10,558,679.56	100% interest in to be formed SP Subsidiary hold interest	Lexington Realty Trust
Fee interest	EDS Information Services, LLC (Electronic Data Systems Corporation)	3600 Army Post Road, Des Moines, Iowa	$22,761,297.00	100% membership interest in Lexington TNI Des Moines Manager LLC and 100% limited partnership interest in Lexington TNI Des Moines L.P.	Triple Net Investment Company LLC
Fee interest	Georgia Power Company	2500 Patrick Henry Parkway, McDonough, Georgia	$12,675,000.00	100% membership interest in Acquiport McDonough Manager LLC and 100% limited partnership	Lexington Acquiport Company II, LLC

Schedule 2.8-2

				interest in Acquiport McDonough L.P.
Fee interest	Honeywell, Inc.	19019 N. 59th Avenue, Glendale, Arizona	$14,149,680.39	100% interest in Lexington Manager Glendale LLC	Union Hills Associates
Fee interest	(i)Structure, LLC (Infocrossing, Inc.)	11707 Miracle Hills Drive, Omaha, Nebraska	$8,850,197.37	100% membership interest in LSAC Omaha Manager LLC and 100% limited partnership interest in LSAC Omaha L.P.	LSAC Operating Partnership L.P.
Leasehold interest	(i)Structure, LLC (Infocrossing, Inc.)	2005 East Technology Circle, Tempe, Arizona	$8,358,519.58	100% membership interest in LSAC Tempe Manager LLC and 100% limited partnership interest in LSAC Tempe L.P.	LSAC Operating Partnership L.P.
Fee interest	Ivensys Systems, Inc. (Siebe, Inc.)	70 Mechanic Street, Foxboro, Massachusetts	$14,090,991.79	Fee interest	Lepercq Corporate Income Fund L.P.
Fee interest	Kelsey Hayes Company (TRW Automotive)	1200 & 12025 Tech Center Drive, Livonia, Michigan	$10,520,436.70	100% interest in Lexington Livonia L.L.C.	Lepercq Corporate Income Fund L.P.
Fee interest	Kelsey-Seybold Clinic (St. Lukes Episcopal Health System)	11555 University Boulevard, Houston, Texas	$9,788,652.45	100% membership interest in Lexington Sugarland Manager LLC and 100% limited partnership interest in Lexington Sugarland L.P.	Westport View Corporate Center L.P.
Fee interest (currently under contract)	Litton Loan Servicing L.P. (Credit-Based Asset Servicing and Securitization LLC)	3500 North Loop Court, McDonough, Georgia	--	100% membership interest in NLSAF McDonough Manager LLC and 100% limited partnership interest in NLSAF McDonough L.P.	Lexington Realty Trust
Fee interest	Montgomery County Management, LLC	17191 St. Lukes Way, Woodlands, Texas	$7,500,000.00	100% membership interest in LSAC Woodlands Manager LLC and 100% limited partnership interest in LSAC Woodlands L.P.	LSAC Operating Partnership L.P.
Fee interest	Nextel of Texas	1600 Eberhardt Road, Temple, Texas	$8,799,283.19	100% membership interest in Lexington Temple Manager LLC (current Lexington Temple Trust) and 99% limited partnership	Lexington Realty Trust

Schedule 2.8-3

				interest in Lexington Temple L.P.
Fee interest	Nextel West Corporation	6455 State Highway 303 N.E., Bremerton, Washington	$6,503,818.18	100% membership interest in Lexington Bremerton Manager LLC	Lexington Realty Trust
Fee interest	Northrop Grumman Systems Corp.	3943 Denny Avenue, Pascagoula, Mississippi	--	100% membership interest in LSAC Pascagoula Manager LLC and 100% limited partnership interest in LSAC Pascagoula L.P.	LSAC Operating Partnership L.P.
Fee interest	Omnipoint Holdings, Inc. (T-Mobile USA, Inc.)	133 First Park Drive, Oakland, Maine	$10,270,681.91	100% membership interest in Acquiport Oakland Manager LLC and 100% limited partnership interest in Acquiport Oakland L.P.	Lexington Acquiport Company II, LLC
Fee interest	Owens Corning	590 Ecology Lane, Chester, South Carolina	$13,197,624.67	100% interest in a to be formed SP Subsidiary and 100% interest in Lexington Chester Industrial LLC	Lexington Realty Trust
Fee interest	Owens Corning	1901 49th Avenue, Minneapolis, Minnesota	--	100% membership interest in Lexington Minneapolis L.L.C.	Lepercq Corporate Income Fund L.P.
Fee interest	Parkway Chevrolet, Inc.	25500 SH 249, Tomball, Texas	$9,344,673.76	100% membership interest in LSAC Tomball Manager LLC and 100% limited partnership interest in LSAC Tomball L.P.	LSAC Operating Partnership L.P.
Fee interest	Seimens Dematic Postal Automation	1404-1501 Nolan Ryan Parkway, Arlington, Texas	$21,010,306.55	100% membership interest in Lexington Arlington Manager LLC and 99.5% limited partnership interest in Lexington Arlington L.P.	Lexington Acquiport Company II, LLC
Fee interest	Silver Spring Gardens, Inc. (Huntsinger Farms, Inc.)	2424 Alpine Road, Eau Claire, Wisconsin	--	100% membership interest in LSAC Eau Claire Manager LLC and 100% limited partnership interest in LSAC Eau Claire L.P.	LSAC Operating Partnership L.P.
Fee interest	SKF USA Inc.	324 Industrial Park Road, Franklin, North Carolina	$1,508,477.25	Fee interest	Lexington Realty Trust
Fee interest	Sygma Network, Inc. (Sysco Corporation)	3600 Southgate Drive, Danville, Illinois	$6,217,205.68	100% membership interest in Lexington Danville LLC	Lexington Realty Advisors, Inc.

Schedule 2.8-4

Fee interest	Tenneco Automotive Operation Company (Tenneco Automotive Inc.)	904 Industrial Road, Marshall, Michigan	--	Fee interest	LXP I, L.P.
Leasehold interest	TI Group Automotive Systems, LLC (TI Automotive LTD)	359 Gateway Drive, Livonia, Georgia	$9,781,993.46	100% membership interest in Lexington Livonia TI Manager LLC and 100% limited partnership interest in Lexington Livonia TI L.P.	LSAC Operating Partnership L.P.
Fee interest	Time Customer Service, Inc. (Time, Inc.)	10419 North 30th Street, Tampa, Florida	$7,978,117.35	Fee interest	North Tampa Associates
Fee interest	TRW, Inc. (Experian Information Solutions, Inc.)	601 & 701 Experian Parkway, Allen, Texas	$30,582,338.00	100% membership interest in Lexington Allen Manager LLC and 100% limited partnership interest in Lexington Allen L.P.	Lexington Texas Holdings L.P.
Fee interest	Unisource Worldwide, Inc.	109 Stevens Street, Jacksonville, Florida	--	Fee interest	Lepercq Corporate Income Fund II L.P.
Fee interest	Voicestream PCS I (T-Mobile USA, Inc.)	2999 S.W. 6th Street, Redmond, Oregon	$9,654,317.77	100% membership interest in Lexington Redmond Manager LLC	Lepercq Corporate Income Fund II L.P.
Fee interest	Voicestream PCS II (T-Mobile USA, Inc.)	9601 Renner Boulevard, Lenexa, Kansas	$10,141,927.70	100% membership interest in Acquiport Lenexa Manager LLC	Lexington Acquiport Company II, LLC
Fee interest	Voicestream PCS II (T-Mobile USA, Inc.)	3265 East Goldstone Drive, Meridian, Idaho	$10,079,315.38	100% membership interest in Acquiport Meridian Manager LLC	Lexington Acquiport Company II, LLC
Fee interest	Voicestream PCS II (T-Mobile USA, Inc.)	3711 San Gabrial, Mission, Texas	$6,282,487.42	100% membership interest in Lexington Mission Manager LLC and 99.5% limited partnership interest in Lexington Mission L.P.	Triple Net Investment Company LLC

Schedule 2.8-5

SCHEDULE 3.5

Form of Annual Plan

[Intentionally Omitted From Filing]

SCHEDULE 3.8

Cross-Default Provisions

The mortgages secured by the following two sets of two properties are cross-collateralized: (1) 730 North Black Branch Road, Elizabethtown, Kentucky and 730 North Black Branch Road, Elizabethtown, Kentucky, and (3) 1000 Business Boulevard, Dry Ridge, Kentucky and 4010 Airpark Drive, Owensboro, Kentucky.

Qualified Refi Assets

Advance PCS, Inc.	2401 Cherahala Boulevard, Knoxville, Tennessee
American Electric Power	420 Riverport Road, Kingport, Tennessee
American Golf Corporation	11411 N. Kelly Avenue, Oklahoma City, Oklahoma
Baker Hughes, Inc.	9110 Grogans Mill Road, Houston, Texas
Baker Hughes, Inc.	2529 West Thorne Drive, Houston, Texas
Baker Hughes, Inc.	12645 West Airport Road, Sugarland, Texas
Cox Communications, Inc.	1440 East 15th Street, Tucson, Arizona
EDS Information Services, LLC (Electronic Data Systems Corporation)	3600 Army Post Road, Des Moines, Iowa
Entergy Services, Inc.	5201 W. Barraque Street, Pine Bluff, Arkansas
Honeywell, Inc.	19019 N. 59th Avenue, Glendale, Arizona
Ivensys Systems, Inc. (Siebe, Inc.)	70 Mechanic Street, Foxboro, Massachusetts
Kelsey Hayes Company (TRW Automotive)	1200 & 12025 Tech Center Drive, Livonia, Michigan
Kelsey-Seybold Clinic (St. Lukes Episcopal Health System)	11555 University Boulevard, Houston, Texas
Lithia Motors	101 Creger, Fort Collins, Colorado
Litton Loan Servicing L.P. (Credit-Based Asset Servicing and Securitization LLC)	3500 North Loop Court, McDonough, Georgia
Nextel of Texas	1600 Eberhardt Road, Temple, Texas
Nextel West Corporation	6455 State Highway 303 N.E., Bremerton, Washington
Northrop Grumman Systems Corp.	3943 Denny Avenue, Pascagoula, Mississippi
Owens Corning	590 Ecology Lane, Chester, South Carolina
Owens Corning	1901 49th Avenue, Minneapolis, Minnesota
Raytheon Company	1200 Jupiter Road, Garland, Texas
Seimens Dematic Postal Automation	1404-1501 Nolan Ryan Parkway, Arlington, Texas
Silver Spring Gardens, Inc. (Huntsinger Farms, Inc.)	2424 Alpine Road, Eau Claire, Wisconsin
SKF USA Inc.	324 Industrial Park Road, Franklin, North Carolina
Tenneco Automotive Operation Company (Tenneco Automotive Inc.)	904 Industrial Road, Marshall, Michigan

Schedule 3.8-1

(Tenneco Automotive Inc.)
Time Customer Service, Inc. (Time, Inc.)	10419 North 30th Street, Tampa, Florida
Unisource Worldwide, Inc.	109 Stevens Street, Jacksonville, Florida
United Technologies Corp.	120 S.E. Parkway Drive, Franklin, Tennessee
Voicestream PCS I (T-Mobile USA, Inc.)	2999 S.W. 6th Street, Redmond, Oregon
Voicestream PCS II (T-Mobile USA, Inc.)	9601 Renner Boulevard, Lenexa, Kansas
Voicestream PCS II (T-Mobile USA, Inc.)	3265 East Goldstone Drive, Meridian, Idaho
Voicestream PCS II (T-Mobile USA, Inc.)	3711 San Gabrial, Mission, Texas
Wachovia Bank, N.A.	265 Lehigh Street, Allentown, Pennsylvania

Qualified Assumed Assets

Primary Tenant	Address
ASML Lithography Holding NV	8555 South River Parkway, Tempe, Arizona
AT&T Wireless Services, Inc.	3201 Quail Springs Parkway, Oklahoma City, Oklahoma
Bay Valley Foods, LLC	2935 Van Vactor Way, Plymouth, Indiana
CAE Simuflite, Inc. (CAE Inc.)	29 South Jefferson Road, Hanover, New Jersey
Corning, Inc.	736 Addison Road, Erwin, New York
Dana Corporation	6938 Elm Valley Drive, Kalamazoo, Michigan
Dana Corporation	730 North Black Branch Road, Elizabethtown, Kentucky
Dana Corporation	750 North Black Branch Road, Elizabethtown, Kentucky
Dana Corporation	10000 Business Boulevard, Dry Ridge, Kentucky
Dana Corporation	301 Bill Byran Boulevard, Hopkinsville, Kentucky
Dana Corporation	4010 Airpark Drive, Owensboro, Kentucky
Georgia Power Company	2500 Patrick Henry Parkway, McDonough, Georgia
(i)Structure, LLC (Infocrossing, Inc.)	11707 Miracle Hills Drive, Omaha, Nebraska
(i)Structure, LLC (Infocrossing, Inc.)	2005 East Technology Circle, Tempe, Arizona
Montgomery County Management, LLC	17191 St. Lukes Way, Woodlands, Texas
Omnipoint Holdings, Inc. (T-Mobile USA, Inc.)	133 First Park Drive, Oakland, Maine
Parkway Chevrolet, Inc.	25500 SH 249, Tomball, Texas
Sygma Network, Inc. (Sysco Corporation)	3600 Southgate Drive, Danville, Illinois
TI Group Automotive Systems, LLC (TI Automotive LTD)	359 Gateway Drive, Livonia, Georgia
TRW, Inc. (Experian Information Solutions, Inc.)	601 & 701 Experian Parkway, Allen, Texas

SCHEDULE 3.9

LMLP Existing Joint Venture Exclusivity Terms

Lex-Win Acquisition LLC– exclusive vehicle through which LMLP and its Affiliates will enter into any transaction or acquire directly or indirectly, any shares of common stock of Wells Real Estate Investment Trust, Inc. (“Wells”), any interest in Wells or any asset owned by Wells.

Schedule 3.9-1

SCHEDULE 4.7

INSURANCE REQUIREMENTS

EXHIBIT C

INSURANCE REQUIREMENTS

The Partnership shall, at a minimum, obtain and maintain, and/or cause the SP Subsidiaries to obtain and maintain, without interruption, the insurance coverages stipulated hereunder for the benefit of the Partnership and each Partner thereof, but only to the extent of such party’s interest in each Qualified Asset:

(a)Property and Related Insurance.

(i)Qualified Assets.  At all times following commencement of construction of any above-ground improvements thereon, each Qualified Asset shall be insured on a 100% Full Replacement Cost basis.  Full Replacement Cost is defined as the cost of replacing the improvements, together with appurtenances and betterments in compliance with prevailing building codes, without deduction for physical depreciation thereof, at the time of replacement of the Qualified Asset, following a loss.  The value so determined shall be binding and conclusive.  The policy shall further provide that, in the event of a total or constructive total loss, the Partnership or SP Subsidiary shall not be unreasonably restricted from applying the proceeds to the re-building of the improvements at such other location as the Partnership shall elect.  At all times following commencement of construction of any vertical improvements thereon, Qualified Assets shall be insured against physical loss or damage by fire, lightning and other risks and supplementary perils from time to time included under Special Form policies including, vandalism and malicious mischief (with agreed amount endorsements), windstorm, earthquake, and certified and non-certified acts of terrorism.  The policy shall be endorsed to provide coverage for demolition and increased cost of construction to conform to local ordinance, and will include “extra expense” and “expediting expense” coverage.

(ii)Rent Loss/Business Interruption.  The Partnership shall maintain, after substantial completion of any above-ground improvements, rent loss/business interruption insurance sufficient to prevent the Partnership or the SP Subsidiary from being a coinsurer under the terms of the policy, and in an amount equal to twelve months’ projected gross income from the Qualified Asset.  The policy must contain an extended period of indemnity endorsement which provides that after the loss to the Improvements and personal property has been repaired, the continued loss of income will be insured until the earlier of such time that such income returns to the same level it was prior to the loss or the expiration of six (6) months from the date of restoration.  This requirement shall apply in the event the Partnership, by upon approval of the Executive Committee by a Supermajority vote,, has elected to offer all or any portion of the Qualified Asset for rent pursuant to leases or other occupancy agreements.

(iii)Boiler and Machinery.  The Partnership or the SP Subsidiary shall maintain, after substantial completion of any above-ground improvements, boiler and machinery insurance covering physical damage to the Qualified Asset and to the major components of any central heating, air conditioning or ventilation systems, and such other equipment as is usual for similar properties in the area.  The policy shall include coverage for business interruption, including expediting and extra expense, in an amount not less than $500,000.  Unless the insurance required in subsections (a) (i), (iii) and (iv) is provided on the same policy or by the same insurance carrier, a Joint Loss Agreement between separate primary policies will be required.

Schedule 4.7-1

(iv)Builder’s Risk.  During the period of any construction, repair, renovation, restoration or replacement of the improvements or the Qualified Asset, the Partnership shall obtain and maintain or cause to be obtained and maintained a completed value “All Risk” Builder’s Risk policy in an amount equal to one hundred percent (100%) of the replacement cost of the Qualified Asset.  Coverage should include, but not be limited to, collapse, soft costs, transit, earthquake, flood, windstorm, terrorism, off-site storage, expediting expenses, demolition and increased cost of construction (for renovation and/or additions to existing structures), water damage, permission for partial occupancy, and automatic reinstatement.  The policy is to be in an amount not less than the total value of the Qualified Asset (less the value of such uninsurable items as land, site preparation, grading, paving, parking lots).  The coverage may be provided as an extension to the property policy in force if the requirements herein are satisfied, subject to approval by the Partners of the Partnership.  The Partnership shall cause the contracts with any contractors to provide that (i) such contractor will be responsible for claims arising out of such contractor’s negligence, and (ii) except to the extent that such contractor’s tools and equipment will become part of the job, such tools and equipment shall not be considered insurable items.

(v)Flood.  If the Qualified Asset is located in a federally designated flood zone A or V and flood insurance has been made available under the National Flood Insurance Act of 1968, flood insurance is required in an amount equal to maximum coverage available, replacement cost, or such amount as a mortgage lender  may require.

(vi)Earthquake.  If a Qualified Asset is in an area identified by any governmental, engineering or any hazard underwriting agencies as being subject to the peril of earthquake, and the project is in a high-risk seismic area denoted as Zones 3 and 4 under the Uniform Building Code (UBC), appropriate earthquake insurance coverage as required by lender is required.

(b)Liability.

(i)The Partnership and the SP Subsidiaries shall obtain and maintain Commercial General Liability insurance on the broadest forms available for similar risks, written on an “occurrence policy form,” against all claims for bodily injury, disease or death, property damage, personal injury, certified and non-certified acts of terrorism products and completed operations, and contractual liability (deleting any exclusion restricting coverage for contractual obligations for claims occurring on, in or about the Qualified Asset and adjoining premises, and for explosion, collapse, and underground property damage) in an amount of not less than $5,000,000 arising out of any one occurrence; provided, however that coverage for explosion, collapse, and underground property damage shall not be required until such time as any excavation at the Qualified Asset commences, and may be in the form of coverage carried by the applicable contractor.  Such insurance may be provided under a primary and an umbrella policy or policies, provided that such umbrella policy or policies shall not exclude “real estate activities.”  If liability coverage for any Qualified Asset procured by the contractor is included under any blanket policy written on an aggregate form, then the annual aggregate limit of insurance must apply per location.  The policy shall be endorsed to include the SP Subsidiary, the Partnership, the lender and each Partner thereof as an additional insured subject to the benefits stipulated under subsection (i)(iv) hereof. Such insurance will be endorsed as primary and non-contributory with any other insurance available to the SP Subsidiary, the Partnership, the lender and each Partner.

(ii)During any period of construction, repair, restoration, renovation or replacement of the Qualified Asset, the Partnership shall cause the general contractor to maintain commercial liability insurance (or the Partnership’s or SP Subsidiary’s and Contractor’s protective liability insurance in the name of the Partnership or SP Subsidiary and each Partner thereof), with extension for, but not limited to, products/completed operations, with limits of not less than $10,000,000 per occurrence.  Completed Operations insurance shall remain in effect for the length of time statutorily required in the state in which

Schedule 4.7-2

the construction occurs. This coverage shall be maintained as was agreed to at the time of substantial completion of the Qualified Asset and shall be for the same limits as required above. The Partnership shall also cause the general contractor to require its subcontractors of any tier to provide confirmation of commercial liability coverage (including products/completed operations), and such insurance shall be on a primary and non-contributory basis with a limit of not less than $1,000,000 per Qualified Asset.  The general contractors and the subcontractors shall have the Partnership and the SP Subsidiary included on the insurance required herein as additional insureds.

(c)Worker’s Compensation.  The Partnership and the SP Subsidiaries will maintain Worker’s Compensation as statutorily required and Employer’s Liability insurance, or their equivalent, for all of their respective employees, and will cause any of their agents, contractors and subcontractors of any tier to maintain similar insurance for all their respective employees, to the fullest extent required under the laws of the jurisdiction in which a Qualified Asset is located.

(d)Errors and Omission.  The Partnership will cause any professional consultants, including, but not limited to, architects and engineers, to maintain coverage in limits of not less than $1,000,000.

(e)Crime.  The Partnership will maintain crime insurance in an amount of not less than $1,000,000 for the benefit of the Partnership and each Partner thereof against loss caused by infidelity of its officers, agents, servants and employees; and against robbery or burglary both on and off premises.

(f)Other Insurance.  In addition to the above, the Partnership and the SP Subsidiaries shall maintain all insurance, surety and fidelity bonds in amounts and for such periods that are deemed to be prudent, or are customarily maintained by persons or entities operating properties of like kind, construction and occupancy in the locality of each Qualified Asset.  Compliance with insurance requirements will not in itself be construed to be a limitation of the Partnership’s or the SP Subsidiaries’ liability.

(g)All Insurance.  All insurance required herein will be primary and not excess over, contributory or participating with any other insurance carried by individual Partners of the Partnership or their respective affiliates or agents.

(h)Other Requirements With Respect to Insurance.  The following provisions shall apply with respect to all insurance coverage required above:

(i)Insurance Companies:  All insurance required herein shall be issued by insurance companies of recognized good standing, with a rating of at least A-VII in Best’s Key Rating Guide, except for loans in excess of $35,000,000 where required by lender and in in such case a rating of at lease AVII in Best’s Key Rating Guide, and must be licensed to do business in the state in which the Qualified Asset is located or must otherwise be acceptable to the Partnership.  Insurance ratings are subject to the approval of mortgagee. Coverage under blanket policies may be extended by endorsements provided the insurers meet the requirements stipulated herein.  Each policy shall not have more than a $25,000 deductible for any occurrence, except for mandatory deductibles where required under local regulations, or when required by insurers for specific catastrophic perils, or with respect to flood insurance pursuant to Section (a)(v) which deductible shall not exceed $250,000 for any occurrence. An allowance for deductibles in excess of $25,000 on all-risk policies will be allowed upon the approval of mortgagee, but in any event cannot exceed $100,000.

(ii)Evidence of Insurance:  The Partnership or the SP Subsidiaries shall obtain, before the expiration date of each such policy, original policies (or renewals or extensions of the insurance afforded thereby) or certified duplicates thereof, or binders evidencing such insurance, or

Schedule 4.7-3

endorsements, or certificates thereof.  Evidence of Property insurance shall be on ACORD 28 forms acceptable to lenders and naming lender as mortgagee and loss payee.  Certificates of General Liability shall be on ACORD 25 forms and shall name lender as additional insured.

(iii)Insurance (Cut-Through Endorsement).  Except to the extent prohibited by applicable law, insurance placed with a non-admitted insurer or excess and surplus lines insurer will (upon written request of the Partners) require a “cut-through” endorsement for reinsurance purposes to allow for recovery directly from a reinsurer in the event of the primary insurer’s insolvency or cessation of insurance operations. This will be addressed on a case by case basis, dependent on the insurance carriers involved.

(iv)Cancellation:  The Partnership shall immediately notify each Partner of the Partnership of any cancellation of, non-renewal, or such material change as may adversely affect any insurance policy or coverage in force.  Each policy shall contain a provision obligating the insurer to send at least thirty (30) days’ prior written notice to any party included as an additional insured or loss payee notifying them of the intent to cancel or make such change, and that any loss otherwise payable to them thereunder shall be paid notwithstanding any act or negligence on their part or that of the Partnership which might, absent such provision, result in a forfeiture of all or part of such insurance payment.

(v)Separate Insurance:  Without the prior written consent of all Partners of the Partnership, neither the Partnership not any SP Subsidiary shall purchase separate insurance concurrent in form or contributing in the event of loss, with the insurance required hereunder.

(vi)Payment of Premium.  The Partnership or the applicable SP Subsidiary shall be solely responsible for, and promptly pay when due, any and all premiums on all such insurance.

Schedule 4.7-4

SCHEDULE 5.2

Preferred Equity Assets

Primary Tenant	Address	Allocation of Preferred Equity
ASML Lithography Holding NV	8555 South River Parkway, Tempe, Arizona
AT&T Wireless Services, Inc.	3201 Quail Springs Parkway, Oklahoma City, Oklahoma
Bay Valley Foods, LLC	2935 Van Vactor Way, Plymouth, Indiana
CAE Simuflite, Inc. (CAE Inc.)	29 South Jefferson Road, Hanover, New Jersey
Corning, Inc.	736 Addison Road, Erwin, New York
Dana Corporation	730 North Black Branch Road, Elizabethtown, Kentucky
Dana Corporation	750 North Black Branch Road, Elizabethtown, Kentucky
Dana Corporation	10000 Business Boulevard, Dry Ridge, Kentucky
Dana Corporation	301 Bill Byran Boulevard, Hopkinsville, Kentucky
Dana Corporation	4010 Airpark Drive, Ownesboro, Kentucky
Georgia Power Company	2500 Patrick Henry Parkway, McDonough, Georgia
(i)Structure, LLC (Infocrossing, Inc.)	11707 Miracle Hills Drive, Omaha, Nebraska
(i)Structure, LLC (Infocrossing, Inc.)	2005 East Technology Circle, Tempe, Arizona
Montgomery County Management, LLC	17191 St. Lukes Way, Woodlands, Texas
Omnipoint Holdings, Inc. (T-Mobile USA, Inc.)	133 First Park Drive, Oakland, Maine
Parkway Chevrolet, Inc.	25500 SH 249, Tomball, Texas
Sygma Network, Inc. (Sysco Corporation)	3600 Southgate Drive, Danville, Illinois
TI Group Automotive Systems, LLC (TI Automotive LTD)	359 Gateway Drive, Livonia, Georgia
TRW, Inc. (Experian Information Solutions, Inc.)	601 & 701 Experian Parkway, Allen, Texas
Voicestream PCS II (T-Mobile USA, Inc.)	3711 San Gabrial, Mission, Texas

Schedule 5.2-1

EXHIBIT A

Form of Annual Budget

[To come]

Exhibit A-1

EXHIBIT B

Form of Contribution Agreement

[Intentionally Omitted From Filing]

Exhibit B-1

EXHIBIT C

Form of Management Agreement

[Intentionally Omitted From Filing]

Exhibit C-2

EXHIBIT D

Form of Purchase Agreement

[Intentionally Omitted From Filing]

Exhibit D-1

EXHIBIT E

SP Subsidiary Limited Liability Company Agreement

[Intentionally Omitted From Filing]

Exhibit E-2

EXHIBIT F

SP Subsidiary Partnership Agreement

[Intentionally Omitted From Filing]

Exhibit F-1

EX-10.2

Exhibit 10.2

Execution Copy

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Management Agreement”) is dated as of August 10, 2007 and entered into by and between Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”), and Lexington Realty Advisors, Inc., a Delaware corporation (the “Asset Manager”).

WHEREAS, the Partnership owns or will own net-leased real estate assets in the United States of America (collectively, the “Qualified Assets”); and

WHEREAS, the Partnership desires to have the Asset Manager undertake the duties and responsibilities hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Partnership and the Asset Manager agree as follows:

1.           Definitions.  Unless otherwise defined herein, capitalized terms used in this Management Agreement shall have the meanings ascribed to such terms in that certain Limited Partnership Agreement of the Partnership dated as of even date herewith among The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), as a limited partner of the Partnership, LMLP GP LLC, a Delaware limited liability company (“LMLP GP”, and together with LMLP, collectively, the “LMLP Partners”), as a general partner of the Partnership, Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”), as a limited partner of the Partnership (as such limited partnership agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Partnership Agreement”).

2.           Obligations of the Asset Manager.  The Asset Manager shall perform on behalf of the Partnership those duties and responsibilities of the General Partner in respect of the evaluation of Proposed Qualified Assets and the acquisition of Approved Qualified Assets as contemplated by Section 3.6 of the Partnership Agreement, and in respect of the management of the Qualified Assets that may be delegated to the Asset Manager pursuant to Section 3.1(c) of the Partnership Agreement.  With respect to the management of the Qualified Assets, the Asset Manager shall perform the duties and responsibilities described in Appendix 1 attached hereto and made a part hereof.  In performing its duties and responsibilities, the Asset Manager shall not, and shall have no power or authority to, (i) bind the Partnership, or to enter into any contract or other agreement in the name of or on behalf of the Partnership, unless specifically authorized in writing to do so by the Partnership, (ii) amend, cancel or alter any of the organizational documents of the Partnership, or (iii) do any act not authorized pursuant to this Management Agreement, unless specifically authorized to do so in writing by the Partnership or specifically authorized to do so by the Partnership Agreement.

3.           No Partnership or Joint Venture.  The Partnership and the Asset Manager are not partners or joint venturers with each other and the terms of this Management Agreement shall not be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.

1

4.           Limitation on the Asset Manager’s Liability.  The Asset Manager and its directors, officers and employees shall not be liable, responsible or accountable in damages or otherwise to the Partnership or either Partner for (a) any loss or liability arising out of any act or omission by the Asset Manager so long as any such act or omission did not constitute (i) a breach of this Management Agreement or of the Partnership Agreement and, if capable of cure, is not cured within fifteen (15) days after notice thereof is delivered to the Asset Manager by the Partnership, (ii) gross negligence or willful misconduct or (iii) fraud or bad faith on the part of the Asset Manager or (b) any acts or omissions by third parties selected by the Asset Manager in good faith and with reasonable care to perform services for the Partnership.

5.           Partnership’s Professional Services.  The Partnership may independently retain legal counsel and accountants to provide such legal and accounting advice and services as the Partnership shall deem necessary or appropriate.

6.           Expenses of the Asset Manager and the Partnership.

(a)           The Asset Manager shall pay, without reimbursement by the Partnership (i) the salaries of all of its officers and regular employees and all employment expenses related thereto, (ii) general overhead expenses, (iii) record-keeping expenses, (iv) the costs of the office space and facilities which it requires, (v) the costs of such office space and facilities as the Partnership reasonably requires, (vi) all out of pocket costs and expenses incurred in connection with the management of the Qualified Assets and the Partnership (other than reasonable and customary costs and expenses of Third Parties retained in connection with the management of the Qualified Assets and the Partnership) and (vii) costs and expenses relating to Acquisition Activities as set forth in and limited by Section 3.6(f) of the Agreement.

(b)           The Asset Manager shall either pay directly from a Partnership account or pay from its own account and be reimbursed by the Partnership for the following Partnership costs and expenses that are incurred by the Partnership or by the Asset Manager in the performance of its duties under this Management Agreement or the Partnership Agreement:

(i)           Permitted Expenses;

(ii)           subject to Section 3.6(f) of the Partnership Agreement, all reasonable and customary costs and expenses relating to Third Parties retained in connection with a Proposed Qualified Asset or an Approved Qualified Asset as provided in Section 3.6(f) of the Partnership Agreement.

The Asset Manager shall not pay or be reimbursed by the Partnership for any other cost or expense.

(c)           Except as expressly otherwise provided in this Management Agreement or the Partnership Agreement, the Partnership shall directly pay all of its own expenses, and without limiting the generality of the foregoing, it is specifically agreed that the following expenses shall be borne directly by the Partnership and not be paid by the Asset Manager:

(i)           interest, principal or any other cost of money borrowed by the Partnership;

2

(ii)           fees and expenses paid to independent contractors, appraisers, consultants and other agents retained by or on behalf of the Partnership and expenses directly connected with the financing, refinancing and disposition of real estate interests or other assets (including insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement costs and expenses related to the Qualified Assets); and

(iii)           insurance as required by the Partnership.

7.           Indemnification by the Partnership. The Partnership shall indemnify, defend and hold harmless the Asset Manager and its directors, officers and employees (the “Asset Manager Indemnitees”) by reason of any act or omission or alleged act or omission arising out of the Asset Manager’s activities as the Asset Manager on behalf of the Partnership, against personal liability, claims, losses, damages and expenses for which the Asset Manager Indemnitees have not otherwise been reimbursed by insurance proceeds or otherwise (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Asset Manager Indemnitees in connection with such action, suit or proceeding and any appeal therefrom, unless the Asset Manager Indemnitees (A) acted fraudulently, in bad faith or with gross negligence or willful misconduct or (B) by such act or failure to act breached any covenant contained in this Management Agreement and, if capable of cure, is not cured within fifteen (15) days after notice thereof from the Partnership.  The indemnification provided under this Section 7 shall (x) be in addition to, and shall not limit or diminish, the coverage of the Asset Manager under any insurance maintained by the Partnership and (y) apply to any legal action, suit or proceeding commenced by a Partner or in the right of a Partner or the Partnership. The indemnification provided under this Section 7 shall be a contract right and shall include the right to be reimbursed for reasonable expenses incurred by the Asset Manager within thirty (30) days after such expenses are incurred.

8.           Terms and Termination.  This Management Agreement shall remain in force until terminated in accordance herewith.  This Management Agreement may be terminated by the Partnership at any time and for any reason immediately upon written notice of termination from the Partnership to the Asset Manager.  This Management Agreement shall automatically expire upon (i) the removal of LMLP GP as the General Partner of the Partnership or (ii) the completion of dissolution or winding up of the Partnership pursuant to Section 9.2 of the Partnership Agreement.  This Management Agreement shall also terminate upon any of the following:

(a)           The Asset Manager shall be adjudged bankrupt or insolvent by a court of competent jurisdiction or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator or trustee of the Asset Manager or of all or substantially all of its assets by reason of the foregoing, or approving any petition filed against the Asset Manager for reorganization, and such adjudication or order shall remain in force and unstayed for a period of 30 days.

(b)           The Asset Manager shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal Bankruptcy Code, for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for

3

itself or for all or substantially all of its assets, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due.

(c)           With respect to any Qualified Asset, upon the sale or disposition thereof.

9.           Action Upon Termination.  After the expiration or termination of this Management Agreement, the Asset Manager shall:

(a)           Promptly pay to the Partnership or any person legally entitled thereto all monies collected and held for the account of the Partnership pursuant to this Management Agreement, after deducting any compensation and reimbursement for its expenses which it is then entitled to receive pursuant to the terms of this Management Agreement.

(b)           Within 90 days deliver to the Partnership a full account, including a statement showing all amounts collected by the Asset Manager and a statement of all monies disbursed by it, covering the period following the date of the last accounting furnished to the Partnership.

(c)           Within ten (10) days deliver to the Partnership all assets and documents of the Partnership then in the custody of the Asset Manager.

Upon termination of this Management Agreement, the Asset Manager shall be entitled to receive payment for any expenses and fees (including without limitation the Property Management Fee and the Partnership Management Fee which shall be prorated on a daily basis) as to which at the time of termination it has not yet received payment or reimbursement, as applicable, pursuant to Section 6 and Section 10 hereof, less any damages to the Partnership caused by the Asset Manager.

10.           Management Fees.

(a)           Property Management Fee.  For all services hereunder (including leasing and leasing supervision), the Partnership shall pay to the Asset Manager (or its designee) an annual Property Management Fee (“Property Management Fee”) equal to the sum of (x) three percent (3%) of actual gross revenues for the fiscal year (or applicable portion thereof) derived from Qualified Assets, provided the lease encumbering the Qualified Asset provides for full recovery of the Property Management Fee from the tenant (“Gross Revenues”), plus (y) on Qualified Assets where the lease does not provide for full recovery of the Property Management Fee from the tenant, the amount recoverable for the fiscal year (or applicable portion thereof) from the tenants of such Qualified Assets for property management expenses under such leases (“Recoverable Amounts”), payable monthly.

(b)           Partnership Management Fee.  The Partnership shall pay to the Asset Manager an annual Partnership Management Fee (“Partnership Management Fee”) equal to Inland’s Percentage Interest multiplied by three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), payable monthly and adjusted as provided herein.  Within thirty (30) days of the Partnership’s receipt of

4

the annual reports described in Section 4.3 of the Partnership Agreement for a fiscal year, the Asset Manager shall provide to the Partnership a written statement of reconciliation setting forth (x) the Equity Capital for such fiscal year (or partial year) and the Partnership Management Fee payable to the Asset Manager in connection therewith, pursuant to this Agreement, (y) the Partnership Management Fee already paid by the Partnership to the Asset Manager during such fiscal year (or partial year), and (z) either the amount owed to the Asset Manager by the Partnership (which shall be the excess, if any, of the Partnership Management Fee payable to the Asset Manager for such fiscal year (or partial year) pursuant to this Agreement over the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year)) or the amount owed to the Partnership by the Asset Manager (which shall be the excess, if any, of the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year) over the Partnership Management Fee payable to the Asset Manager for such fiscal year pursuant to this Agreement).  The Asset Manager or the Partnership, as the case may be, shall pay to the other the amount owed pursuant to clause (z) above within five (5) Business Days of the receipt by Inland of the written statement of reconciliation described in this Section 10.

(c)           Acquisition Fees.  Upon the acquisition of any Approved Qualified Asset by the Partnership or by an SP Subsidiary (including any Approved Qualified Asset contributed in whole or in part by LMLP to the Partnership), Inland shall pay the Asset Manager an acquisition fee equal to the sum of the gross purchase price of such acquired Approved Qualified Asset multiplied by 0.425%.

11.           Assignment.  The Asset Manager may not assign or delegate any of its rights or obligations hereunder, except the Asset Manager may assign or delegate any of its rights or obligations hereunder to Lexington Contributions Inc., a Delaware corporation.

12.           Notices.  Unless otherwise specifically provided herein, any notice or other communication required herein shall be given in accordance with the Partnership Agreement.

13.           Amendments and Waivers.  No amendment, modification, termination or waiver of any provision of this Management Agreement shall in any event be effective without the written concurrence of the Partnership.  Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

14.           Governing Law.  THIS MANAGEMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

15.           Entire Agreement.  This Management Agreement embodies the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, written and oral, relating to the subject matter hereof.

5

16.           Severability.  In case any provision in or obligation under this Management Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

17.           No Waiver, etc.  No waiver by the Partnership of any default hereunder shall be effective unless such waiver is in writing and executed by the Partnership nor shall any such written waiver operate as a waiver of any other default or of the same default on a subsequent occasion.  Furthermore, the Partnership shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights, privileges and/or remedies hereunder, and the failure or forbearance of the Partnership on one occasion shall not prejudice or be deemed or considered to have prejudiced its right to demand such compliance on any other occasion.

18.           No Third Party Beneficiary.  The Asset Manager is not a third party beneficiary of the Partnership Agreement and shall have no rights or remedies thereunder, and the parties to the Partnership Agreement can amend, modify or terminate the Partnership Agreement at any time without the Asset Manager’s consent and without any liability to the Asset Manager.

19.           Jurisdiction; Venue. Each party hereto hereby irrevocably and unconditionally (a) agrees that any action, suit or other legal proceeding brought in connection with or relating to this Agreement or any matter contemplated hereby shall be brought exclusively in a court of competent jurisdiction located in New Castle County, Delaware, whether a state or federal court, and shall not be brought in any court or forum outside New Castle County, Delaware; (b) consents and submits to, and agrees that it will not assert (by way of motion, as a defense or otherwise) that it is not subject to, personal jurisdiction in connection with any such action, suit or proceeding in any such court; and (c) waives to the fullest extent permitted by law, and agrees that it will not assert (by way of motion, as a defense or otherwise), any claim that the laying of venue of any such action, suit or proceeding in any such court is improper or that any such action, suit or proceeding brought in any such court was brought in an inconvenient forum or should be stayed by reason of the pendency of some other action, suit or other legal proceeding in a court or forum other than any such court.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

6

IN WITNESS WHEREOF, the parties hereto have caused this Management Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

PARTNERSHIP	NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership
	By:	LMLP GP LLC, a Delaware limited liability company, the general partn
	By:	/s/  T. Wilson Eglin
		Name:  T. Wilson Eglin
		Title:  President

ASSET MANAGER	LEXINGTON REALTY ADVISORS, INC.
	By:	/s/  T. Wilson Eglin
		Name:  T. Wilson Eglin
		Title:  President

Solely with respect to Section 10(c):

INLAND AMERICAN (NET LEASE) SUB, LLC By: Inland American Real Estate Trust, Inc.
By:	/s/  T. Lori Foust
	Name:  Lori Foust
	Its:  Treasurer

The undersigned hereby unconditionally and irrevocably guarantees the obligations of Inland American (Net Lease) Sub, LLC under Section 10(c):

INLAND AMERICAN REAL ESTATE TRUST, INC.
By:	/s/  T. Lori Foust
	Name:  Lori Foust
	Its:  Treasurer

7

APPENDIX 1

PROPERTY MANAGEMENT RESPONSIBILITIES

The Asset Manager shall perform its duties and obligations under Section 2 of the Management Agreement with respect to the management of the Qualified Assets in accordance with the following standards:

1.           Management of the Qualified Assets.  Asset Manager shall devote its commercially reasonable efforts, consistent with first class professional management, to manage the Qualified Assets, and shall perform its duties with respect thereto under the Management Agreement in accordance with the Partnership Agreement and Annual Plan and in a reasonable, diligent and careful manner so as to manage and supervise the operation, maintenance, leasing and servicing of each Qualified Asset in a manner that is comparable to similar properties in the market area in which such Qualified Asset is located.  The services of Asset Manager hereunder are to be of a scope and quality not less than those generally performed by professional managers of other similarly situated properties in the market area in which each Qualified Asset is located.  Asset Manager shall make available to the Partnership the full benefit of the judgment, experience and advice of the members of Asset Manager’s organization and staff with respect to the policies to be pursued by the Partnership and will perform such services as may be requested by the Partnership within the scope of the Management Agreement in operating, maintaining, leasing, and servicing each Qualified Asset.

2.           Specific Duties of Asset Manager.  Without limiting the duties and obligations of Asset Manager under any other provisions of the Management Agreement, Asset Manager shall have the following duties and perform the following services with respect to management of the Qualified Assets:

2.1           Repairs and Maintenance.  In accordance with and subject to the Partnership Agreement and the Annual Plan, Asset Manager shall cause to be made, or ensure that the tenant makes, all repairs and shall cause to be performed, or ensure that the tenant performs, all maintenance on the buildings, appurtenances and grounds of each Qualified Asset as are required to maintain each Qualified Asset in such condition and repair (and in compliance with applicable codes) that is comparable to similarly situated properties in the market area in which such Qualified Asset is located, and such other repairs as may be required to be made under the leases governing each Qualified Asset. Asset Manager shall to the extent it deems necessary arrange for periodic inspections of the Qualified Assets by independent contractors.

2.2           Leasing Supervision Activities.

(a)           Leasing Supervision.  Asset Manager shall supervise all leasing activities, for the purpose of leasing the available space in the Qualified Assets to tenants upon such terms and conditions as shall be consistent with the Partnership Agreement and the Annual Plan.

(b)           Generally.  In the performance of Asset Manager’s duties under this Section 2.2, Asset Manager shall (i) develop and coordinate advertising, marketing and

8

leasing plans for space at each Qualified Asset that is vacant or anticipated to become vacant; (ii) cooperate and communicate with leasing specialists, consultants and third-party brokers in the market, and solicit their assistance with respect to new tenant procurement; and (iii) notify the Partnership in writing of all offers for tenancy at each Qualified Asset which Asset Manager believes are made in good faith, including the identification and fee schedules of procuring brokers, if any.

(c)           Negotiation of Leases.  Asset Manager shall negotiate all tenant leases, extensions, expansions and other amendments and related documentation on the Partnership’s behalf in accordance with the Partnership Agreement and  the Annual Plan. All such documentation shall be prepared at the Partnership’s expense by counsel acceptable to or designated by the Partnership, and shall be executed by the Partnership. The terms of all such documentation are to be approved by the Partnership pursuant to such reasonable procedures as may be requested by the Partnership from time to time. Notwithstanding the foregoing, (x) Asset Manager shall not, for any reason, have the power or authority to execute any such documentation on behalf of the Partnership or otherwise bind the Partnership without the Partnership’s prior written consent, and (y) the Partnership reserves the right to deal with any prospective tenant to procure any such lease, extension, expansion or other amendment or related documentation.

(d)           Third Party Brokers.  Asset Manager shall encourage third-party real estate brokers to secure tenants for the Qualified Assets, and periodically notify such brokers of the spaces within the Qualified Assets that are available for lease.

(e)           Compensation for Third-Party Brokers.  Asset Manager shall negotiate and enter into on behalf of the Partnership a commission agreement with third party brokers providing for a leasing commission to be paid at prevailing market rates, subject to prevailing market terms and conditions. Such leasing commission shall be paid by the Partnership.

2.3           Rents, Billings and Collections.  Asset Manager shall be responsible for the monthly billing of rents and all other charges due from tenants to the Partnership with respect to each Qualified Asset.  Asset Manager shall use its commercially reasonable efforts to collect all such rents and other charges when due. Asset Manager shall notify the Partnership of all tenant defaults as soon as reasonably practicable after occurrence, and shall provide the Partnership with Asset Manager’s best judgment of the appropriate course of action in remedying such tenant defaults.

2.4           Obligations Under Leases. Asset Manager shall supervise and use its commercially reasonable efforts to cause the Partnership to perform and comply, duly and punctually, with all of the obligations required  to be performed or complied with by the Partnership under all leases and all laws, statutes, ordinances, rules, permits and certificates of occupancy relating to the operation, leasing, maintenance and servicing of the Qualified Assets, including, without limitation, the timely payment by the Partnership of all sums required to be paid thereunder.

9

2.5           The Partnership’s Insurance.  The Asset Manager shall cause to be placed and kept in force all forms of insurance required by the Partnership Agreement and the Annual Plan or required by any mortgage, deed of trust or other security agreement covering all or any part of any Qualified Asset.  The Asset Manager is to be named as an additional insured on the general liability policies in its capacity as managing agent. All such insurance coverage shall be placed through insurance companies and brokers selected or approved by the Partnership, with limits, values and deductibles established by the Partnership and with such beneficial interests appearing therein as shall be acceptable to the Partnership and otherwise be in conformity with the requirements of the Partnership Agreement and the Annual Plan.  Should the Partnership elect to place such insurance coverage directly, the Asset Manager shall be named as an additional insured on the general liability policies in its capacity as managing agent and the Partnership will provide the Asset Manager with a certificate of insurance evidencing such coverage. The Asset Manager shall duly and punctually pay on behalf of the Partnership with funds provided by the Partnership all premiums with respect thereto, prior to the time the policy would lapse due to nonpayment. If any lease requires that a tenant maintain any insurance coverage, the Asset Manager shall use its commercially reasonable efforts to obtain insurance certificates annually, or more frequently, as required pursuant to the applicable leases, from each such tenant and review the certificates for compliance with the lease terms. If any lease requires the Partnership to provide insurance certificates to tenants thereunder, the Asset Manager shall obtain such insurance certificates from the Partnership, review the certificates for compliance with the lease terms, and provide a copy thereof to tenants in accordance with their respective leases.  The Asset Manager shall promptly investigate and make a full and timely written report to the insurance broker, with a copy to the Partnership, as to all accidents, claims or damage of which the Asset Manager has knowledge relating to the operation and maintenance of each Qualified Asset, any damage or destruction to each Qualified Asset, and the estimated cost of repair thereof, and shall prepare any and all reports required by any insurance company in connection therewith.  All such reports shall be filed timely with the insurance broker as required under the terms of the insurance policy involved.  The Asset Manager shall have no right to settle, compromise or otherwise dispose of any claims, demands or liabilities, whether or not covered by insurance, without the prior written consent of the Partnership, which consent may be withheld by the Partnership in its sole discretion.

2.6           Insurance.

(a)           The Asset Manager or the General Partner or LMLP will obtain and maintain on the Asset Manager’s behalf, at the Asset Manager’s or the General Partner’s or LMLP’s expense, the following insurance:

(i)             Commercial Liability Insurance (Primary) written on an occurrence form is to have limits of not less than One Million Dollars ($1,000,000) per occurrence with a per location Aggregate of not less than Two Million Dollars ($2,000,000) (i.e. $1,000,000/$2,000,000). In addition to the stipulations outlined above, the insurance policy is to include coverage for Contractual Liability, Products-Completed Operations, Personal & Advertising Injury and will also cover injury to subcontractor's officers, employees, agents, subcontractors, invitees and guests and their personal property. The Partnership is to be endorsed as an additional insured on the Asset Manager's policy and such insurance will be endorsed as primary and non-contributory with any other insurance available to Partnership.

10

(ii)             Professional Liability insurance covering acts, errors or omissions of the Asset Manager shall be maintained with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage extensions shall include Blanket Contractual Liability. When policies are renewed or replaced, the policy retroactive date must coincide with the original inception date of the managers executed contract. A claims-made policy, which is not renewed or replaced, must have an extended reporting period of not less than two (2) years.

(iii)             When any motor vehicles (owned, non-owned or hired) are used in connection with the services to be performed, the Asset Manager shall provide Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence CSL, for bodily injury and property damage. The Partnership is to be endorsed as an additional insured on the Asset Manager's policy and such insurance will be endorsed as primary and non-contributory with any other insurance available to the Partnership.

(iv)             Umbrella Liability coverage, if applicable, is to follow the form of the Primary Insurance requirements outlined above.

(v)             Workers Compensation and Occupational Disease Insurance in accordance with the laws of the State of Illinois covering employees, directors, officers, commissioners and volunteers. Employer's Liability in an amount of not less than $1 MM/$1 MM/$1 MM.

(vi)             The Asset Manager shall provide Blanket Crime coverage covering all persons liable under this Agreement, against loss by dishonesty, robbery, burglary, theft, destruction or disappearance, computer fraud, credit card forgery and other related crime risks. The policy limit shall be written to cover losses in the amount of the maximum monies collected, received and/or in the Asset Manager's care at any given time.

(vii)             When negligent, the Asset Manager shall be responsible for all loss or damage to Partnership’s property at replacement cost.

(viii)             Any and all deductibles or self-insured retentions on referenced insurance coverages shall be borne by the Asset Manager.

(ix)             All insurance carriers used by the Asset Manager must be licensed to conduct business in the State of New York and shall have a BEST Rating of not less than an "A". Proof of this coverage(s) is to be forwarded to the Partnership (with a copy to each Partner) in the form of a properly executed Certificate of Insurance.

(b)           The Asset Manager shall require all subcontractors to carry, at a minimum, the following insurance, or the Asset Manager may provide the coverage for any or all of its subcontractors. The insurance carriers used must be licensed to conduct business in the State of New York and shall have a BEST Rating of not less than an "A".  Required Subcontractor Insurance Coverages are as follows:

(i)           Workers Compensation and Occupational Disease Insurance shall be in accordance with the laws of the State of Illinois along with Employer's Liability in an amount of not less than $500,000/$500,000/$500,000.

11

(ii)           Commercial Liability Insurance (Primary) written on an occurrence form is to have limits of not less than One Million Dollars ($1,000,000) per occurrence with a per location Aggregate of not less than Two Million Dollars ($2,000,000) (i.e. $1,000,000/$2,000,000). In addition to the stipulations outlined above, the insurance policy is to include coverage for Contractual Liability, Products-Completed Operations, Personal & Advertising Injury and will also cover injury to subcontractor's officers, employees, agents, subcontractors, invitees and guests and their personal property. The Partnership is to be endorsed as an additional insured on the subcontractor's policy and such insurance will be endorsed as primary and non-contributory with any other insurance available to Partnership.

(iii)           When any motor vehicles (owned, non-owned and hired) are used in connection with the services to be performed, the subcontractor shall provide Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence CSL, for bodily injury and property damage. The Partnership is to be endorsed as an additional insured on the subcontractor's policy and such insurance will be endorsed as primary and non-contributory with any other insurance available to Partnership.

(iv)           When any architects, engineers, construction managers, elevator repair professionals, etc., perform work, Professional Liability insurance covering acts, errors or omissions shall be maintained with limits of not less than Five Million Dollars ($5,000,000) per occurrence is required. Coverage extensions shall include Blanket Contractual Liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or proceed, the start of Services under this Agreement. A claims-made policy, which is not renewed or replaced, must have an extended reporting period of two (2) years.

(v)           When the subcontractor's service agreement requires the handling of funds or valuable papers, the subcontractor shall provide Blanket Crime coverage covering all persons liable under this Agreement, against loss by dishonesty, robbery, burglary, theft, destruction or disappearance, computer fraud, credit card forgery and other related crime risks. The policy limit shall be written to cover losses in the amount of the maximum monies collected, received and/or in the subcontractor's care at any given time.

(vi)           The insurance requirements under this Agreement shall be maintained in a separate Professional Liability Policy or as an adjunct to the General Liability Policy through endorsement. If the coverage is provided through an endorsement to the General Liability Policy a copy of the endorsement must be attached to the certificate. This insurance shall cover third party assault, bodily injury, property damage, damage to property in Subcontractor's care, custody, and control, or personal injury arising out of the Subcontractor's wrongful act(s) in an amount of not less than Five Million Dollars ($5,000,000). Coverage extensions shall include Blanket Contractual Liability and include a Lost Key Coverage Endorsement if the firm will possess keys to the property. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of Services under this Agreement. A Claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.

12

(vii)           The policy must waive any right of recovery they may have against the Partnership because of payments made for injuries or damages arising out of your ongoing operations of "your work" done under a contract with that person or organization.

(viii)                      Umbrella Liability coverage, if applicable, is to follow the form of the Primary Insurance requirements outlined above.

2.7           Compliance with Insurance Policies; Compliance by Tenants with Tenant Leases.  Asset Manager shall use its commercially reasonable efforts to prevent the use of each Qualified Asset for any purpose that might void any policy of insurance held by the Partnership, or any tenant at each Qualified Asset, that might render any loss insured thereunder uncollectible or that would be in violation of any governmental restriction or the provisions of any lease.  Asset Manager shall use its commercially reasonable efforts to secure full compliance by the tenants with the terms and conditions of their respective leases, including, but not limited to, periodic maintenance of all building systems, including individual tenant’s heating, ventilation and air conditioning systems.

2.8           Tenant Relations.  Asset Manager will maintain reasonable contact with the tenants of the Qualified Assets and keep the Partnership informed of the tenants’ concerns, expansion or contraction plans, changes in occupancy or use, and other matters that could have a material bearing upon the leasing, operation or ownership of each Qualified Asset.

2.9           Compliance with Laws. Asset Manager shall use its commercially reasonable efforts to determine such action that may be necessary, inform the Partnership of action as may be necessary and, when authorized by the Partnership, take such action that may be necessary to cause the Qualified Assets to comply with all current and future laws, rules, regulations, or ordinances affecting the ownership, use or operation of each Qualified Asset; provided,  however, that Asset Manager need not obtain the prior authorization of the Partnership to take action in case of an emergency or any threat to life, safety or property, so long as Asset Manager shall give the Partnership prompt notice of any such action taken.

2.10           Cooperation. Should any claims, demands, suits, or other legal proceedings be made or instituted by any third party against the Partnership that arise out of any matters relating to a Qualified Asset or the Management Agreement or Asset Manager’s performance hereunder, Asset Manager shall promptly give the Partnership all pertinent information and assistance in the defense or other disposition thereof; provided, however, in the event the foregoing requires Asset Manager to incur any expenses beyond the ordinary cost of performing its obligations under the Management Agreement, the Partnership shall pay for any such out-of-pocket costs of which the Partnership has been advised in writing.

2.11           Notice of Complaints, Violations and Fire Damage. Asset Manager shall respond to complaints and requests from tenants within thirty (30) days of Asset Manager’s having received any material complaint made by a tenant or any alleged landlord default under any lease.  Additionally, Asset Manager shall notify the Partnership as soon as is reasonably practical (such notice to be accompanied by copies of supporting documentation) of each of the following:  any notice of any governmental requirements received by Asset Manager; upon becoming aware of any material defect in a Qualified Asset; and upon becoming aware of any

13

fire or other material damage to any Qualified Asset. In the case of any fire or other material damage to a Qualified Asset, Asset Manager shall also notify the Partnership’s insurance broker telephonically, so that an insurance adjuster has an opportunity to view the damage before repairs are started, and complete customary loss reports in connection with fire or other damage to a Qualified Asset.

2.12           Notice of Damages and Suits; Settlement of Claims. Asset Manager shall notify the Partnership’s general liability insurance broker and the Partnership as soon as is reasonably practical of the occurrence of any bodily injury or property damage occurring to or claimed by any tenant or third party on or with respect to a Qualified Asset, and promptly forward to the broker, with copies to the Partnership, any summons, subpoena or other like legal documents served upon Asset Manager relating to actual or alleged potential liability of the Partnership, Asset Manager or a Qualified Asset.  Notwithstanding the foregoing, Asset Manager shall not be authorized to accept service of process on behalf of the Partnership, unless such authority is otherwise imputed by law.  The Asset Manager shall have no right to settle, compromise or otherwise dispose of any claims, demands, or liabilities, whether or not covered by insurance, without the prior written consent of the Partnership, which consent may be withheld by the Partnership in its sole discretion.

2.13           Enforcement of Leases. The Asset Manager shall enforce compliance by tenants with each and all of the terms and provisions of the leases, provided, however, that Asset Manager shall not, without the prior written consent of the Partnership in each instance, which consent may be withheld by the Partnership in its sole discretion, institute legal proceedings in the name of the Partnership to enforce leases, collect income and rent or dispossess tenants or others occupying a Qualified Asset or any portion thereof, or terminate any lease, lock out a tenant, or engage counsel or institute any proceedings for recovery of possession of a Qualified Asset if any such action by the Asset Manager would constitute a Major Decision.

2.14           Environmental.

(a)           Notice. The Asset Manager shall promptly advise the Partnership in writing of any evidence of non-compliance with any Environmental Laws, which Asset Manager is aware of, together with a written report of the nature and of the non-compliance and the potential threat, if any, to the health and safety of persons and/or damage to each Qualified Asset or the property adjacent to or surrounding each Qualified Asset. The Partnership acknowledges that (A) Asset Manager is not an environmental engineer and does not have any special expertise in the Environmental Laws, (B) Asset Manager’s duties under this Section 2.15 are limited to the quality of reasonable commercial care and diligence customarily applied to property managers of triple net leased properties.

(b)           Rights; Limitations. Without limiting any other provision contained herein and subject to Section 2.13, Asset Manager shall use commercially reasonable efforts to enforce the Partnership’s rights under the leases insofar as any tenant’s compliance with Environmental Laws are concerned; provided, however, Asset Manager shall hold in confidence all information bearing on Environmental Laws and hazardous materials, except to the extent expressly instructed otherwise in writing by the Partnership, or except to the extent necessary to protect against the imminent threat to the life and safety of persons and/or damage

14

to a Qualified Asset or damage to the property adjacent to or surrounding such Qualified Asset, or except to the extent such disclosure is required by Environmental Laws, other laws, or court order.

2.15           Monitoring of Tenant Improvements.  The Asset Manager shall monitor the construction and installation of material tenant improvements undertaken by the tenant under any lease and act as the Partnership’s liaison with such tenant’s construction managers and contractors (or other supervisors of a tenant’s build-out).

15

EX-10.3

  Exhibit 10.3

Execution Copy

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (“Agreement”) is made as of the 10th day of August, 2007, between The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

RECITALS

A.           The Partnership was formed pursuant to a limited partnership agreement, dated as of the date hereof (the “Partnership Agreement”), among LMLP, as a limited partner, LMLP GP LLC, a Delaware limited liability company (“LMLP GP”), as the general partner, Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”), as a limited partner.

B.           At each Closing, LMLP will make a contribution of Property or Properties and/or direct or indirect interests in an Owner of Property or Owners of Properties to the Partnership subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1           Definitions.  In addition to the terms defined in this Agreement, the following terms shall have the meanings set forth herein:

“AEP Property” the property located at 420 Riverport Road, Kingport, Tennessee.

“Business Day” means any day of the year other than Saturday, Sunday or any other day on which banks located in New York, New York generally are closed for business.

“Closing” shall have the meaning set forth in Section 4.1 hereof.  It being understood by the parties that this Agreement contemplates multiple Closings.

“Contributed Asset” means an Interest or a Property contributed by LMLP to the Partnership.

“Contributing Owner” means an Owner of Contributed Asset that is a Property.

“Contribution Value” with respect to each Contributed Asset means the value of the Property, as determined by the Parties, and shown on Schedule 1 hereto.

“Eastgar” means Eastgar Associates Limited Partnership, a Connecticut limited partnership.

“Eastgar Consent” means the consent of two-thirds in interest of the limited partners of Eastgar to the contribution of the general partnership interest in Eastgar to the Partnership.

“Eastgar Partnership Agreement” means the limited partnership agreement of Eastgar, as the same may be amended from time to time.

“Endorsements” means the following endorsements (if available in the jurisdiction in which the Property is located) as required by the Partnership and Inland:  (i) owner’s comprehensive endorsement; (ii) location endorsement; (iii) zoning endorsement; (iv) legal lot endorsement; (v) separate tax lot endorsement; (vi) street access endorsement; (vii) survey endorsement; (viii) deletion of creditor’s rights exclusion; (ix) encroachment endorsement, if applicable; (x) restrictions endorsement, if applicable; (xi) Fairway endorsement, if applicable; (xii) non-imputation endorsement, if applicable; and (xiii) such other endorsements as agreed by the Parties.

“GP Entities” means each of the Persons listed on Schedule 1 hereto under the heading “GP Entity.”

“Ground Lease” means, as to a Property, the ground lease governing the leasehold interest in the Real Property.

“Ground Lease Estoppels” means estoppel certificates from the lessor of a Ground Lease, substantially in the form of Exhibit A attached hereto or in such other form as may be attached to the applicable Ground Lease.

“Intangible Property” means, as to a Property, all intangible property owned by the Owner and used in connection with the Real Property or the Personal Property including, without limitation, all of the Owner’s right, title and interest in and to all:  licenses; approvals; applications and permits issued or approved by any governmental authority and relating to the use, operation, ownership, occupancy and/or maintenance of the Real Property or the Personal Property; Service Contracts; utility arrangements; indemnities; claims against third parties; plans; drawings; specifications; surveys; maps; engineering reports and other technical descriptions; books and records; insurance proceeds and condemnation awards; and all other intangible rights used in connection with or relating to the Real Property or the Personal Property, including rights, if any to current and past names of the Real Property.

“Interest” means a direct or indirect equity interest in an Owner, as described on Schedule 1 hereto.

“Leases” means, as to a Property, all leases within the Improvements.

“LMLP Contribution Affiliate” means each of the Persons listed on Schedule 1 hereto under the heading “LMLP Contribution Affiliate.”

“LMLP Entity” means each of LMLP, each LMLP Contribution Affiliate, each GP Entity and each Owner and “LMLP’s Entities” means the LMLP, the LMLP Contribution Affiliates, the GP Entities and the Owners, collectively.

“Loan” means a loan secured by a mortgage or deed of trust encumbering a Property, as shown on Schedule 1 hereto.

“Loan Documents” means the documents and instruments evidencing and securing a Loan (excluding any certificates or similar instruments delivered to the lender in connection with the origination of a Loan which do not contain any terms of the Loan).

“Owner” means each of the Persons listed on Schedule 1 hereto under the heading “Owner”.

“Permitted Exceptions” are such exceptions to title to a Property either (i) set forth on Schedule 4.2(a) hereto or (ii) as may be approved in writing by the Parties and Inland, which shall be the only exceptions to title shown in a Title Policy.

“Party” or “Parties” means, individually or collectively, as the case may be, LMLP and the Partnership, and their respective permitted successors and assigns.

“Partner” means a partner of the Partnership.

“Person” means any individual, corporation, partnership or other entity.

“Personal Property” means, as to each Property, all tangible property owned by the Owner now or on the Closing Date and used in conjunction with the operation, maintenance, ownership and/or occupancy of the Real Property including without limitation:  furniture; furnishings; art work; sculptures; paintings; office equipment and supplies; landscaping; plants; lawn equipment; and whether stored on or off the Real Property, tools and supplies, maintenance equipment, materials and supplies used in the operation of the Real Property, shelving and partitions, and any construction and finish materials and supplies not incorporated into the Improvements and held for repairs and replacements thereto, wherever located.

“Property” means, for each property described on Schedule 1 hereto, the fee simple interest or leasehold interest in the Real Property and Leases, Personal Property and Intangible Property related to it.

“Purchase Agreement” means that certain Purchase and Sale Agreement, dated of even date herewith, between LMLP and the Partnership.

“Real Property” means, as to each Property, the real property, together with all rights, privileges, hereditaments and interests appurtenant thereto, including, without limitation:  any water and mineral rights, development rights, air rights, easements, and any and all rights of the Owner in and to any streets, alleys, passages and other rights of way; and all buildings and other improvements located on or affixed to such real property and all replacements and additions thereto (collectively, “Improvements”).

“ROFO/ROFR Rights” means the rights of first offer or rights of first refusal provided in the Leases set forth on Schedule 2 hereto.

“Schedule 1” means Schedule 1 attached hereto, and any amendment or supplement thereto, or restatement thereof resulting from a Closing or an adjustment or proration under Section 4.4 hereof.

“Service Contracts” means, as to each Property, all management, service, supply, equipment rental, and other contracts related to the operation, improvement or repair of the Real Property or the Personal Property.

“Tenant Estoppels” means estoppel certificates from tenants of a Property or Properties, substantially in the form of Exhibit B attached hereto or in such other form as may be attached to the applicable Lease.

“Title Company” means such title company or companies as may be selected by LMLP.

“Title Policy” means an ALTA Owner’s Policy (1992) of title insurance, with extended coverage, issued by the Title Company as of a Closing, in the amount of the Contribution Value with respect to such Closing, containing the Endorsements, insuring that the Partnership, if the Property is the Contributed Asset, or the Owner, if an Interest is the Contributed Asset, is the owner of fee simple title or leasehold title, as applicable, to the Property, subject only to the Permitted Exceptions.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF LMLP

As of the date of a Closing, LMLP hereby represents and warrants as follows to the Partnership with respect to itself, the GP Entities, the Owners and the Properties.

2.1           Due Organization.  Each LMLP Entity has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and is qualified to do business and in good standing in all jurisdictions where such qualification is necessary to carry on its business as now conducted.  True, correct and complete copies of the constituent documents of each GP Entity and each Owner (if applicable) have been delivered to the Partnership and Inland.

2.2           Due Authorization.  LMLP and, to the extent that a Contributed Asset is a Property, the applicable Owner, has full power and authority to own and assign the Contributed Asset and to enter into this Agreement and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by each LMLP Entity of this Agreement, as applicable, have been duly and validly approved by all necessary limited partnership and limited liability company action and, except for the Eastgar Consent, no other actions or proceedings on the part of any LMLP Entity are necessary to authorize this Agreement or the transactions contemplated hereby and thereby.  Except for the ROFO/ROFR Rights, no consent, waiver, approval, or authorization of, or filing, registration, or qualification with, or notice to,

any governmental instrumentality or any Person (including without limitation, its partners, managers or members) is required to be made, obtained, or given by a LMLP Entity in connection with the execution, delivery, and performance of this Agreement and the contribution of the Contributed Asset or, if required, such consent or action has been obtained or taken.  Without limiting the generality of the foregoing, the performance of this Agreement by LMLP does not require the consent of the holder of any lien or Loan encumbering a Property, a Contributed Asset or an LMLP Entity, or, if required, such consent will be obtained and a copy will be delivered to the Partnership and Inland on or prior to the Closing.  Additionally, the execution, delivery and performance of this Agreement by each LMLP Entity, as applicable, does not conflict with any organizational documents of LMLP or any other LMLP Entity.  LMLP has duly and validly executed and delivered this Agreement.

2.3           Enforceability.  This Agreement constitutes, and the documents executed pursuant to this Agreement when executed will constitute, legal, valid and binding obligations of LMLP and of a Contributing Owner (if applicable), enforceable against LMLP or such Owner in accordance with their respective terms, except to the extent such enforceability may be limited by applicable bankruptcy and other laws affecting creditors’ rights, or by general equitable principles.

2.4           Conflicts.  The execution and delivery of this Agreement, and the performance by LMLP under this Agreement, do not and will not conflict with or result in a breach of (with or without the passage of time or notice or both) the terms of any of LMLP’s constituent documents, any judgment, order or decree of any governmental authority binding on LMLP, and, to LMLP’s knowledge, do not breach or violate any applicable law, rule or regulation of any governmental authority.  Subject to obtaining waivers of all ROFO/ROFR Rights, the execution, delivery and performance by LMLP under this Agreement will not result in a breach or violation of (with or without the passage of time or notice or both) the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which LMLP is a party or by which LMLP is bound or to which the Contributed Asset, any GP Entity or any Owner is subject.  

2.5           Contributed Assets.  With respect to any Interest constituting a Contributed Asset being contributed by LMLP, LMLP holds title to such Interest free and clear of any liens, claims or other encumbrances, except as disclosed in writing to the Partnership and except as set forth on Schedule 1 and Schedule 2.5 hereto.  Except as indicated on Schedule 2.5 hereto, LMLP holds, either directly or indirectly, one hundred percent (100%) of the ownership interest in the applicable Owner.  LMLP has not, directly or indirectly, sold, conveyed, transferred, given, pledged, mortgaged or otherwise disposed of, encumbered or granted in any manner any interest in a GP Entity or an Owner (other than intercompany loans which shall be satisfied by the applicable LMLP Entity as of the Closing); there are no outstanding warrants, options, rights, agreements, calls or other commitments to which an LMLP Entity (directly or indirectly) is a party relating to or providing for the sale, conveyance, transfer, gift, pledge, mortgage or other disposition, encumbrance or granting of, or permitting any Person to acquire any direct or indirect interest in, a GP Entity or an Owner.  Subject to obtaining waivers of the ROFO/ROFR Rights and subject to obtaining the Eastgar Consent, LMLP has the absolute right, power and capacity, to sell, assign, convey, transfer and deliver the Interests as contemplated by this Agreement, free and clear of any liens, claims or other encumbrances, other than the applicable

Loan.  Each applicable Owner is the sole owner of the applicable Property.  Except for a Contributing Owner, each applicable Owner does not now own and has not at any time previously owned any assets or property other than the Property, and has engaged in no business other than the ownership of the Property.

2.6           Litigation.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, there is no action, suit or proceeding pending or threatened against LMLP, a GP Entity, any Owner or a Property which, if adversely determined, would have a material adverse effect on the financial condition or results of operations of the GP Entity, the Owner or the Property, or which challenges or impairs LMLP’s ability to execute, deliver or perform under this Agreement or to assign the Contributed Asset, or to consummate the transaction as contemplated herein.

2.7           Contractors and Suppliers.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, all contractors, subcontractors, suppliers, architects, engineers and others who have performed services or labor or supplied material in connection with the acquisition, development, ownership or management of the Property, other than those incurred in the ordinary course of business for the accounts payable period immediately prior to Closing and those engaged directly by tenants, have been paid in full.

2.8           Leases.  LMLP has made available to the Partnership and Inland true, correct and complete copies of all of the Leases affecting the Property including all amendments and guarantees.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, no written notice has been given or received by the landlord under such Leases with respect to any material default under the Leases which remains uncured.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, there is no free rent outstanding and all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions from the landlord under the Leases have been paid and performed in full.  Schedule 2.8 hereto contains a rent roll for each Lease affecting a Property.

2.9           Ground Leases.  LMLP has made available to the Partnership and Inland true, correct and complete copies of all of the Ground Lease affecting the Property, if applicable.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, no written notice has been given or received by the landlord under such Leases with respect to any material default under the Ground Lease which remains uncured.

2.10           Eastgar Partnership Agreement.  LMLP has made available to the Partnership and Inland true, correct and complete copies of the Eastgar Partnership Agreement.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, no written notice has been given or received by LMLP under the Eastgar Partnership Agreement with respect to any material default under the Eastgar Partnership Agreement which remains uncured.

2.11           Undisclosed Liabilities.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, there are no liabilities of the GP Entities, the Owners (other than the Contributing Owners) or the Property (including, but not limited to, liabilities for taxes relating to any period prior to the date hereof, other than real estate taxes not yet due and

payable), other than (i) any Loan (if applicable), (ii) obligations, duties and responsibilities under the Leases, (iii) trade payables in the ordinary course, (iv) obligations, duties and responsibilities under applicable laws, and (v) in the case of a Contributing Owner only, liabilities relating to assets owned by such Contributing Owner other than the Property.

2.12           Legal Compliance.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, neither the Property nor the current use thereof violates in any material respect any governmental law or regulation or any covenants or restrictions encumbering the Property.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, no notice of violation or alleged violation of any laws, rules, regulations or codes, with respect to the Property has been issued which has not been corrected to the satisfaction of the issuer of the notice.

2.13           Environmental.  Except as disclosed in the Phase I environmental report, if any, pertaining to the Property received by LMLP, a copy of which has been furnished to the Partnership, LMLP has no knowledge of any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property in violation of law.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, no Owner, tenant or other Person has, manufactured, introduced, released or discharged from or onto the Property any Hazardous Materials or any toxic wastes, substances or materials (including, without limitation, asbestos), in violation of any Environmental Laws.  The term “Environmental Laws” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement or such later date as of which this representation is effective pursuant to the terms hereof, together with their implementing regulations and guidelines as of the date of this Agreement or such later date as of which this representation is effective pursuant to the terms hereof, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials.  The term “Hazardous Materials” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law.

2.14           Disclosure.  To LMLP’s knowledge, the documents delivered in connection with any contribution of a Contributed Asset pursuant hereto, the Leases and such other contracts and agreements disclosed to the Partnership and Inland were true and correct copies of such documents.  Other than this Agreement, the Partnership Agreement, the documents delivered in connection with any contribution of a Contributed Asset pursuant hereto, the Leases, the Ground Leases and such other contracts and agreements disclosed to the Partnership and Inland, to LMLP’s knowledge, there are no material contracts or agreements of any kind relating to the Contributed Asset or the Property to which the Partnership or the GP Entity or the Owner (if applicable) or their agents or the Contributed Assets or the Property would be bound after Closing.

2.15           Loan.  If a Property is encumbered by a Loan (i) LMLP has delivered true, correct and complete copies of the Loan Documents to the Partnership and Inland, (ii) the payments due under or with respect to such Loan are current and (iii) to LMLP’s knowledge, there exist no

outstanding and uncured defaults under the Loan Documents and no notices of default have been received from the holder of such Loan which remain outstanding and uncured.  Schedule 1 hereto sets forth the outstanding principal balance and accrued interest due under each Loan.

ARTICLE 3

CONDITIONS PRECEDENT

3.1           Obligation of the Partnership.  The obligation of the Partnership to consummate a Closing with respect to a Contributed Asset is subject to the satisfaction or waiver by Inland of each of the following conditions related to the contribution of such Contributed Asset:

(a)           Representations and Warranties.  The representations and warranties made by LMLP in Article 2 of this Agreement with respect to such Contributed Asset shall be true and correct in all material respects when made and on and as of the Closing Date, if applicable, as though such representations and warranties were made on and as of such date.

(b)           Compliance with Agreements and Covenants.  LMLP shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to a Closing of a contribution of such Contributed Asset.

(c)           Leases.  As of a Closing:  with respect to such Contributed Asset, (i) the current Tenant Estoppel for the applicable Lease disclosing no matters reasonably objectionable to the Partnership and Inland, has been delivered to the Partnership and Inland; (ii) the current Ground Lease Estoppel for the applicable Ground Lease, if applicable, disclosing no matters reasonably objectionable to the Partnership and Inland, have been delivered to the Partnership and Inland; (iii) the consent of the ground lessor under the Ground Lease, if applicable and if required under the Ground Lease; (iv) the Leases and, if applicable, the Ground Leases shall be in full force and effect and no monetary or material nonmonetary default or claim by landlord or tenant shall have arisen under any Leases or, if applicable, the Ground Lease that was not specifically disclosed in writing to the Partnership and Inland; (v) no tenant at the applicable Property shall have initiated or had initiated against it any insolvency, bankruptcy, receivership or other similar proceeding; (iv) there shall not have been any amendment to the Lease or Ground Lease, as applicable, after the date hereof, unless consented to by the Partnership and Inland; (vii) there shall not have occurred an event of any material damage or destruction to the applicable Property or any significant condemnation of the applicable Property which are not the obligation of the tenants thereof to repair and renders such Property unusable by the tenant thereof or gives the tenants thereof the right to terminate.

(d)           Title.  At Closing, the Title Company shall deliver a Title Policy with respect to the applicable Property as of the date and time of the recording of the Deed(s) or Assignment(s) of Leasehold Interest, or the delivery of the Assignment(s) of Interest.  If mutually agreed to by the Parties and Inland, in the case of an Assignment of Interest, the existing Title Policy may satisfy this condition, so long as the Title Company issues Fairway and non-imputation endorsements thereto as of such Closing, in form satisfactory to the Parties.

(e)           Loan.  Any required consent from the holder of a Loan with respect to such Contributed Asset shall have been obtained, and the Loan Documents modified in such form and substance as agreed by the Parties.

(f)           ROFO/ROFR.  With respect to Contributed Assets listed on Schedule 2 hereto only, LMLP shall have received a waiver by the tenants at the applicable Property of its ROFO/ROFR Right in a form reasonably acceptable to the Partnership and Inland.

(g)           Eastgar.  With respect to the contribution of the Contributed Assets relating to Eastgar only, the receipt of the Eastgar Consent in a form reasonably acceptable to the Partnership and Inland.  The general partner of Eastgar shall have approved the transactions contemplated hereunder in accordance with and as required by the Eastgar Agreement.  There shall not have been any amendment to the Eastgar Agreement after the date hereof unless consented to by the Partnership and Inland.

(h)           AEP Property.  Only with respect to the AEP Property, in the event LMLP and Inland, in good faith, determines that the cost of any remediation arising from the reportable events recommended by that certain Phase II Environmental Report with respect to the AEP Property exceeds $250,000, the written agreement of LMLP to indemnify the Partnership for such excess cost.

(i)           Other Conditions.  All other conditions to the Partnership’s obligations set forth in this Agreement or the Partnership Agreement with respect to the contribution of such Contributed Asset have been satisfied as of the dates required.

3.2           Obligation of LMLP.  The obligation of LMLP to consummate a Closing with respect to a Contributed Asset is subject to the satisfaction or waiver of each of the following conditions related to the contribution of such Contributed Asset:

(a)           Compliance with Agreements and Covenants.  The Partnership shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to a Closing of a contribution of such Contributed Asset; provided that the Partnership’s failure to perform or comply as provided by this Section shall not be a condition to the contribution of a Contributed Asset if such failure is caused by Event of Default by LMLP GP under the Partnership Agreement.

(b)           Loan.  Any required consent from the holder of a Loan with respect to such Contributed Asset shall have been obtained, and the Loan Documents modified in such form and substance as agreed by the Parties.

(c)           Other Conditions.  All other conditions to LMLP’s obligations set forth in this Agreement or the Partnership Agreement with respect to the contribution of such Contributed Asset have been satisfied as of the dates required.

ARTICLE 4

CONTRIBUTION; CLOSING

4.1           Contribution.  LMLP and each LMLP Contribution Affiliate agree to contribute the Contributed Assets to the Partnership subject to the terms and conditions set forth herein.

4.2           Closing.  The consummation of the contribution of a Contributed Asset to the Partnership and the other transactions contemplated to occur simultaneously therewith shall take place on a Business Day within one hundred eighty (180) days from the date first set forth above, and not less than five (5) Business Days following notice from either party, through an escrow with the Title Company, after the execution of this Agreement and upon completion of the deliveries hereunder and satisfaction of the other conditions set forth herein with respect to the contribution of such Contributed Asset (each, a “Closing”).

4.3           Deliveries by Parties.  At a Closing, in addition to any other documents or agreements required under any other provision of this Agreement, each Party shall make or cause to be made the following deliveries and performance:

(a)           Deed/Assignment of Leasehold Interest.  If a Contributed Asset is a Property, either, as applicable, (i) a deed (a “Deed”) containing a special warranty of title, in statutory form or if the applicable jurisdiction does not promulgate such a form, in such form as the title company selected by LMLP shall require in order to issue a Title Policy with respect thereto, executed and acknowledged by the Owner thereof, conveying to the Partnership indefeasible fee simple title to such Property, subject only to the Permitted Exceptions, or (ii) an assignment of leasehold interest (an “Assignment of Leasehold Interest”), in substantially the form attached as Exhibit C hereto, executed and acknowledged, assigning to the Partnership the leasehold interest title to such Property.  The Deed or the Assignment of Leasehold Interest, as the case may be, shall be delivered, in escrow, to the offices of the title company in the appropriate counties for recording the Deed or the Assignment of Leasehold Interest, as the case may be, so that the Deed or the Assignment of Leasehold Interest, as the case may be, can be recorded on the date of such Closing;

(b)           Bill of Sale.  If a Contributed Asset is a Property, a quit claim bill of sale (“Bill of Sale”), duly executed and acknowledged by Owner, conveying to the Partnership title to any Personal Property.

(c)           General Assignment. An assignment by which Owner will assign, without recourse, all of Owner’s rights to the Partnership in and under: (i) all guaranties and warranties made by any contractor, subcontractor, materialman, supplier, or other person or entity with respect to the Improvements; (ii) the service or maintenance contracts currently existing with respect to all or any part of the Property to which Owner is a party, if any; and (iii) the permits, certificates of occupancy, approvals or other governmental authorizations possessed by Owner, if any, with regard to the operation of the Real Property or Personal Property.

(d)           Assignment of Interest.  If a Contributed Asset is an Interest, an assignment (the “Assignment of Interest”) of such Interest, in substantially the form attached as Exhibit D hereto,

executed and acknowledged by LMLP, assigning the Interest to the Partnership, together with any filings required in the jurisdiction in which the entity to which such Interest relates is organized.

(e)           Assignment of Leases.  If a Contributed Asset is a Property, a Bill of Sale and Assignment of Leases and Contracts in substantially the form attached as Exhibit E hereto (the “Assignment”), executed and acknowledged by the Owner of the Property, vesting in the Partnership good title to the Personal Property, Improvements and Leases described therein free of any claims, except as disclosed in writing to the Partnership and Inland, to the extent applicable;

(f)           Loan Modification Documents.  If a Contributed Asset is a Property or an Interest in a Property encumbered by a Loan, any documents, executed and acknowledged by the holder of the Loan and the other parties thereto, modifying the Loan Documents, as contemplated by Section 3.1(e) above;

(g)           Payment of Obligations Not Assumed.  Payment or provision for the payment in manner reasonably satisfactory to the Partnership and Inland of all obligations of LMLP or the Owner, if applicable, not specifically assumed or paid pursuant to this Agreement with respect to each Contributed Asset being contributed at such Closing, including payment or provision for payment of obligations arising directly from existing and known violations of applicable laws;

(h)           Certificate.  A certificate from LMLP that its representations and warranties in Article 2 with respect to itself and each Contributed Asset being contributed at such Closing are true and correct in all material respects.

(i)           Notice to Tenants.  If a Contributed Asset is a Property, a notice to each tenant of such Property in substantially the form attached as Exhibit F hereto;

(j)           State Law Disclosures.  Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property or assignments of ownership interests;

(k)           FIRPTA.  A Foreign Investment in Real Property Tax Act affidavit executed by LMLP with respect to such Contributed Asset; and

(l)           Delivery of Books and Records.  Delivery to the offices of Partnership’s asset manager, to the extent in LMLP’s possession: the original Leases or copies thereof if the originals are not in LMLP’s possession; copies or originals of all books and records of account; contracts; copies of correspondence with tenants and suppliers; receipts for deposits; unpaid bills and other non-confidential papers or documents which pertain to the Property; all advertising materials, booklets, keys and other items, if any, used in the operation of the Property; and, if in LMLP’s possession or control, the original “as-built” plans and specifications and all other available plans and specifications.

4.4           Closing Costs.  Premiums for any title policy, costs of surveys and UCC searches, transfer taxes, recording fees, loan assumption or transfer fees and escrow fees, if any, and other

closing costs shall be paid by the Partnership; provided, however, that each Party shall pay its own legal fees incurred with this Agreement.

4.5           Prorations and Adjustments.  The parties, acting in good faith, will attach to Schedule 1, at each Closing, a calculation of prorations and other adjustments taken into account in determining the Contribution Value with respect to the applicable Contributed Asset.  It is understood and agreed by the Parties that as of each Closing, some of the prorations and their adjustments may be based upon estimates.  The Parties agree to reprorate and readjust such items on a fair and equitable basis as soon as invoices or other bills are available and after final reconciliation with tenants, with final adjustment to be made as soon as reasonably possible after a Closing, to the effect that the income and expenses are received and paid on an accrual basis by the applicable LMLP Contribution Affiliate and the Partnership with respect to the pre- and post-contribution periods, respectively.  Payments either from or to the applicable LMLP Contribution Affiliate or the Partnership, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment and Schedule 1 will be amended accordingly.  To the extent delinquent rents are received after a Closing, they shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable LMLP Contribution Affiliate any rent properly allocated to the pre-contribution period.

ARTICLE 5

INDEMNIFICATION

5.1           LMLP Indemnity.  LMLP agrees to indemnify, defend and hold the Partnership harmless of and from any liability, claim, demand, loss, expense or damage (collectively, “loss”) suffered by the Partnership arising from any act or omission of, or any breach of obligations by, LMLP or any Owner (if applicable), or an agent, employee or contractor of the foregoing, (i) occurring during LMLP’s or such Owner’s (if applicable) period of ownership before a Closing; or (ii) arising from any breach or inaccuracy of LMLP’s representations and warranties in Article 2 or any breach by LMLP of a obligation under this Agreement.  Notwithstanding anything in the foregoing to the contrary, (i) LMLP shall not be required to indemnify the Partnership under this Article V or Article V of the Purchase Agreement unless the aggregate of all losses hereunder and under Article V of the Purchase Agreement exceeds $250,000, and in such event the amount of losses so indemnified by LMLP hereunder or under the Purchase Agreement, in the aggregate, shall not exceed $50,000,000.

5.2           Survival.  The indemnities set forth in this Article 5 shall survive for a period of thirty (30) months from the date first set forth above.

5.3           Procedure.  The following provisions govern all actions for indemnity under this Article 5 and any other provision of this Agreement, other than Section 7.2.  Promptly after receipt by an indemnitee of notice of any claim, such indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the indemnitor written notice thereof and the indemnitor shall have the right to participate in and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to such claim, to assume the defense thereof, with counsel mutually

satisfactory to the parties; provided, however, that an indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding.  The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnitor will not relieve it of any liability that it may have to any indemnitee other than under this indemnity.  If an indemnitee settles a claim without the before written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.

ARTICLE 6

MISCELLANEOUS

6.1           Survival.  The representations and warranties contained in this Agreement and the provisions of this Agreement that contemplate performance after a Closing shall survive only for a period of thirty (30) months from the date first set forth above, and the Partnership shall have the right to bring an action thereon only if it has given LMLP written notice of such claim within such thirty (30) month period in accordance with the provisions of Section 6.6.

6.2           Additional Actions and Documents.  Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

6.3           Entire Agreement; Amendment.  This Agreement, including the Exhibits and other documents referred to herein or furnished pursuant hereto, constitute the entire agreement among the parties hereto with respect to the transactions contemplated herein, and supersede all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein; provided, that nothing in this Section 6.3 shall have any effect on any other agreements.  Without limiting the foregoing, except as expressly provided otherwise herein, the contributions of Contributed Assets pursuant hereto shall be subject to the terms and conditions of the Partnership Agreement.  No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the party against whom enforcement of the amendment, modification, or discharge is sought.

6.4           Notices.  All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, sent by overnight courier or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile, telegram, telecopy or telex, addressed as set forth in the Partnership Agreement. Notices may be given by counsel to the parties.  Each party may designate by notice in writing a

new address to which any notice, demand, request or communication may thereafter be so given, served or sent.  Each notice, demand, request or communication which shall be hand delivered, sent, mailed, faxed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the confirmation receipt (with respect to a facsimile), or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

6.5           Waivers.  No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other documents furnished in connection with or pursuant to this Agreement shall impair any such right, power or privilege to be construed as a waiver of any default or any acquiescence therein.  No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.  No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

6.6           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.7           Governing Law.  This Agreement, the rights and obligations of the parties hereto, and any claim or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the choice of law rules thereof) except for actions affecting title to real property, in which case the laws of the State in which the real property is located shall apply.

6.8           Assignment.  No party hereto shall assign its rights and/or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other parties hereto; provided, that the Partnership shall be entitled to assign its rights under this Agreement to an SP Subsidiary.

6.9           No Third Party Beneficiaries.  This Agreement is solely for the benefit of the parties hereto, and no provision of this Agreement shall be deemed to confer any third party benefit; except that Inland is a third party beneficiary of Sections 1.1, 2.1, 2.2, 2.6, 2.7, 2.9, 2.10, 2.12, 2.13, 2.14, 2.15, 3.1, 4.1 and 4.3 hereof.

6.10           Severability.  If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

6.11           Attorneys’ Fees  If either Party brings an action at law or equity  against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such action shall be entitled to recover court costs and reasonable attorney's fees actually incurred from the other.

6.12           Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  THE PROVISIONS OF THIS SECTION 6.12 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

ARTICLE 7

OTHER AGREEMENTS OF THE PARTIES

7.1           Parties’ Recoveries.  To the extent assignable, LMLP hereby assigns, as of the applicable Closing, to the Partnership any and all rights and benefits of LMLP under any purchase agreements, certificates, reports, estoppel letters or similar items (collectively the “Acquisition Documents”) entered into or received by LMLP in connection with the acquisition of any Property.  Further, LMLP agrees to enforce such rights and benefits on behalf of the Partnership and any recoveries under any of the Acquisition Documents shall be for the benefit of the Partnership.  Any such recoveries shall be paid over to the Partnership (but such payment shall in no event be deemed a “Capital Contribution” (as defined in the Partnership Agreement) to the Partnership by such Party).  Notwithstanding the foregoing, if any recovery specifically relates to such Party’s period of ownership prior to the applicable Closing, such recovery may be retained by such Party and thereby shall be excluded from the foregoing assignment.

7.2           LMLP Environmental Indemnity.  In the event the Partnership acquires the AEP Property hereunder, LMLP agrees to indemnify, defend and hold the Partnership harmless of and from any expense arising from the costs of any remediation arising from reportable events recommended by that certain Phase II Environmental Report with respect to the AEP Property.  Notwithstanding anything in the foregoing to the contrary, the amount of expenses so indemnified by LMLP, in the aggregate, shall not exceed $250,000.00, unless agreed to in writing by LMLP.

(a)           The indemnities set forth in this Section 7.2 shall survive for a period of five (5) years from the date first set forth above.

(b)           Promptly after receipt by the Partnership of notice of any indemnifiable expense, the Partnership will deliver to LMLP written notice thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf as of the date first above written.

THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited Partnership
By:	Lex GP-1 Trust, a Delaware statutory trust, its general partner
By:	/s/ T. Wilson Eglin
	Name:  T. Wilson Eglin
	Title:  President

NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership
By:	LMLP GP, a Delaware limited partnership, its general partner
By:	/s/ T. Wilson Eglin
	Name:  T. Wilson Eglin
	Title:  President

The undersigned LMLP Contribution Affiliates, severally and solely with respect to the Contributed Asset or Contributed Assets set forth opposite their respective name on Schedule 1 hereto, agree to contribute such Contributed Asset or Contributed Asset subject to and in accordance with the terms and conditions of this Agreement:

Lex-Property Holdings LLC
By:	/s/ T. Wilson Eglin
	Name:  T. Wilson Eglin
	Title:  President

Newkirk Sablemart L.P.
By:	Newkirk Sablemart GP LLC
By:	Lex-Property Holdings LLC
By:	/s/ T. Wilson Eglin
	Name:  T. Wilson Eglin
	Title:  President

Chader Associates LLC
By:	/s/ T. Wilson Eglin
	Name:  T. Wilson Eglin
	Title:  Authorized Officer

Newkirk MLP Unit LLC
By:	/s/ T. Wilson Eglin
	Name:  T. Wilson Eglin
	Title:  President

SCHEDULE 1

Property
Primary Tenant	Address	Net Prorations and Adjustments  (See Attached)	Contribution Value	Loans	Contributed Asset	LMLP Contribution Affiliate	Owner	GP Entity	Property Interest
American Electric Power	420 Riverport Road, Kingport, Tennessee			--	100% interest in Newkirk Elport GP LLC 99% limited partnership interest in Newkirk Elport L.P.	Lex-Property Holdings LLC LMLP	Newkirk Elport L.P.	Newkirk Elport GP LLC	Fee interest
Entergy Services, Inc.	5201 W. Barraque Street, Pine Bluff, Arkansas			--	100% interest in Newkirk Bluff GP LLC 99% limited partnership interest in Newkirk Bluff L.P.	Lex-Property Holdings LLC LMLP	Newkirk Bluff L.P.	Newkirk Bluff GP LLC	Fee interest
Lithia Motors	101 Creger, Fort Collins, Colorado			--	Fee title to Property	Newkirk Sablemart L.P.	Newkirk Sablemart L.P.	N/A	Fee interest
Raytheon Company	1200 Jupiter Road, Garland, Texas			--	1% general partner interest 60% limited partnership interest in Eastgar Associates Limited Partnership	Chader Associates LLC Newkirk MLP Unit LLC	Eastgar Associates Limited Partnership(1)	N/A	Fee interest
United Technologies Corp.	120 S.E. Parkway Drive, Franklin, Tennessee			--	100% interest in Newkirk Syrcar GP LLC  99% limited partnership interest in Newkirk Syrcar L.P.	Lex-Property Holdings LLC LMLP	Newkirk Syrcar L.P.	Newkirk Syrcar GP LLC	Ground lease
Wachovia Bank, N.A.	265 Lehigh Street, Allentown, Pennsylvania			--	100% interest in Newkirk Croydon GP LLC 99% limited partnership interest in Newkirk Croydon L.P.	Lex-Property Holdings LLC LMLP	Newkirk Croydon L.P.	Newkirk Croydon GP LLC	Fee interest

(1)           LMLP indirectly holds the sole general partner interest and a 60% limited partnership interest in Eastgar Associates Limited Partnership.

SCHEDULE 2

Amended and Restated Sublease Agreement, dated January 15, 1985, between Newkirk Syrcar L.P. (as successor to Stemp Leasing Corp.) and Essex Group, Inc.,. as amended and assigned

SCHEDULE 2.5

ORGANIZATIONAL CHART

[Intentionally Omitted From Filing]

SCHEDULE 2.8

RENT ROLL

[Intentionally Omitted From Filing]

SCHEDULE 4.2

PERMITTED EXCEPTIONS

American Electric Power - 420 Riverport Road, Kingport, Tennessee

Entergy Services, Inc. - 5201 W. Barraque Street, Pine Bluff, Arkansas

1.           General Taxes for the year 2007 and thereafter, which are not yet due and payable.

(a)

2.           Right of Way Permit dated June 30, 1924 by L.E. Cheek and Belle Chek, his wife, to Arkansas Light & Power Company dated June 30, 1924 and filed July 12, 1924 in Contract and Agreement Book 8 Page 62 in the Jefferson County Circuit Clerk’s Office.  (f)

3.          Easements, restrictions and conditions contained in the Warranty Deed from ArkansasPower and Light Company to Middle South Services, Inc. dated April 14, 1971 and filed April 16, 1971 in Deed Book 400 Page 20 in the Jefferson County Circuit Clerk’s Office.  (g) 

4.           Agreement entered into by and between Arkansas Power & Light Company and MiddleSouth Services, Inc. dated September 25, 1973 and filed October 25, 1973 in Contract and Agreement Book 30 Page 584 in the Jefferson County Circuit Clerk’s Office.  (h)

Lithia Motors -101 Creger, Fort Collins, Colorado

1. All taxes not yet due and payable.  (6)

2. Covenants, conditions, and restrictions as contained in instrument recorded August 6, 1997 in Book 1975 at Page 59 and as amended by First Amendment to Declaration of Protective Covenants and Restriction recorded December 17, 1979 in Book 2012 at Page 637, and any and all amendments and/or supplements thereto. (7)

3. Right of way agreement between College Avenue Properties, Ltd., a Colorado corporation and the DLL/ City of Fort Collins, dated September 23, 1971 and recorded December 2, 1971 in Book 1484 at Page 967.  (8)

4. Easement for access and utilities granted to the City of Fort Collins in instrument recorded November 27, 1981 in Book 2143 at Page 590. (9)

5. Terms and provisions of Option to Lease, Sale, and Allocation Agreement recorded January 23, 1983 in Book 2204 at Page 687, and Amendment thereto recorded July 31, 1996 at Reception No. 96054930.  (10)

6. Effect of Notice of Final P.U.D. recorded February 7, 1997 at Reception No. 97008171.  (11)

7. Terms, agreements, provisions, conditions and obligations as contained in Site and Landscape Covenants recorded February 7, 1997 at Reception No. 97008172.  (12)

8. Notes, easements and other matters as shown or set forth on the plat of Creger Plaza Second Replat, recorded March 17, 1982 at Reception No. 450747.  (13)

Raytheon Company - 1200 Jupiter Road, Garland, Texas

1. All taxes not yet due and payable.  (5)

2. Twenty foot fire lane easement as shown on the plat recorded in Volume 80246, page, 1085, affecting Tracts 1 and 2.  The fire lane easement is depicted on Lot 1, Block 1, and is a 20 foot strip of land running North 773.25 feet, East-West 917 feet, and South 773.25 feet.  (10c)

3. Easement granted by E-Systems, Inc. to the City of Garland, recorded December 18, 1980 in Volume 80246, page 1082, affecting Tracts 1 and 3.  The easement is for the City to use for the purpose of ingress and egress during any emergency where it is reasonably necessary for emergency vehicles and the City’s personnel to enter the premises to protect the grantor’s property and people’s lives.  Grantor will keep the easement area free of all obstructions, but may erect chain link fence gates.  Grantee may remove such gates or fences without liability during an emergency.  The easement area is not stated with specificity, nor is there a plat or exhibit attached.  A depiction of the fire lane easement may be found in the final plat E-Systems, Garland, a subdivision of part of the Benjamin Dye Survey, Abstract 415, dated November 1980.  This plat is the plat discussed above, therefore this easement is the same easement discussed above.  (10d)

4. Declaration of Easement between E-Systems, Inc., Eastgar Associates Limited Partnership and Jerome S. Serchuck, dated December 23, 1980 and recorded in Volume 80251, page 1784; as amended by the Amendment to Declaration of Easement recorded May 14, 1981 in Volume 81094, page 2694, affecting Tracts 1, 2, and 3.  (10e)

United Technologies Corp. - 120 S.E. Parkway Drive, Franklin, Tennessee

Wachovia Bank, N.A. - 265 Lehigh Street, Allentown, Pennsylvania

1. All taxes not yet due and payable.

2. Urban renewal Plan for Little General Neighborhood Renewal Project Area as recorded in Misc. Book 354 page 455, as amended by Amendment recorded in Misc. Book 419 page 312.

3. Assignment and Assumption Agreement between The First National Bank of Allentown and Croydon Associates recorded in Misc. Book 423 page 547.

4. Assignment (of contract of sale) from Croydon Associates to Lehigh County Industrial Development Authority recorded in Misc. Book 423 page 553.

5. Memorandum of Installment Sales Agreement Lehigh County Industrial Development Authority to Croydon Associates recorded in Misc. Book 423 page 558.  Assignment of Installment Sales Agreement to The Philadelphia National Bank recorded in Misc. Book 423 page 563.

6. Memorandum of Assignment to Construct and Lease from Croydon Associates to First National Bank of Allentown recorded in Misc. Book 423 page 576, as amended in Misc. Book 436 page 444.

7. Rights granted to Bell Telephone Company of Pennsylvania as in Misc. Book 435 page 318.

8. Rights granted to Pennsylvania Power and Light Company as in Misc. Book 425 at pages 68 and 71.

9. Terms and conditions of Lease to The First National Bank of Allentown as recorded in Misc. Book 435 page 867, as amended in Misc. Book 436 page 381.

Exhibit A

GROUND LEASE ESTOPPEL CERTIFICATE FORM

TO:                 __________________________________

c/o _______________________________

__________________________________

__________________________________

Re: Proposed purchase of leasehold interest in property located at __________________________, _________, __________ (the "Property") pursuant to a Ground Lease dated ______________, ___________("Prime Lease") between the undersigned ("Landlord") and _________________________ ("Tenant") by virtue of that certain Contribution/Purchase and Sale Agreement between __________________ and ________________________ ("Purchaser") dated August __, 2007

Ladies and Gentlemen:

The following statements are made with the knowledge that Purchaser is relying on them in connection with the purchase and assignment of the Tenant's interest in the Prime Lease and, in connection therewith, Purchaser and Tenant and their respective lenders, successors and assigns (collectively, the "Beneficiaries") may rely on them for that purpose.

The undersigned hereby certifies to Purchaser and the other Beneficiaries that the following statements are true, correct and complete as of the date hereof:

1.           The Prime Lease is presently in full force and effect and Tenant is not in default thereunder beyond any applicable notice or cure period.  To the knowledge of the undersigned, no event has occurred that with the giving of notice or the passage of time, or both, would constitute a default under the Prime Lease.

2.           The documents constituting the Prime Lease, as described on Exhibit A attached hereto, constitute the entire agreement between Landlord and Tenant and there has been no amendment, written or oral, to the Prime Lease except as included in Exhibit A.

3.           The term of the Prime Lease commenced on _______________, ____ and, unless sooner terminated in accordance with its terms, the term will end on ____________, with options to extend for successive periods of _______ years each.  Except the foregoing options to extend, if any, there are no termination options, purchase options or rights of first refusal regarding the Property except as set forth in the Prime Lease.

4.           Tenant has not made any payment to Landlord as a security deposit or rental deposit.

5.           To the knowledge of the undersigned, Tenant has not entered into any sublease, assignment or any other agreement transferring any of its interest in the Prime Lease or the Premises, other than ____________________________________ as (sub)tenant.

6.           All exhibits attached hereto are by this reference incorporated fully herein.

7.           The undersigned is duly authorized to execute and deliver this estoppel certificate.

8.           This estoppel certificate is binding upon the undersigned and its successors and assigns and may be relied upon by Purchaser and the other Beneficiaries, and if any mortgage loan encumbering the Property becomes the subject of any securitization, may also be relied upon by the credit rating agency, if any, rating the securities collateralized by the mortgage loan as well as any issuer of such securities and any servicer and/or trustee acting in respect of such securitization.

EXECUTED as of the   day of  , 2007.

_________________________________

By:______________________________                                                                

Name: ___________________________                                                               

Title: ____________________________                                                               

EXHIBIT A TO GROUND LEASE ESTOPPEL

PRIME LEASE DOCUMENTS

[insert appropriate document list]

Exhibit B

TENANT ESTOPPEL CERTIFICATE FORM

To:                                                                                           (the “Purchaser”)

c/o Lexington Realty Trust

One Penn Plaza, Suite 4015

New York, New York 10119

Re:           

Ladies and Gentlemen:

The following statements are made with the knowledge that Purchaser, and any party providing financing secured by the Property (together with its successors and assigns, the “Lender”) are relying on them in connection with your purchase of the Property and the assignment to you of the lease referred to below in connection therewith, and you and your successors and assigns and successor owners of the Property as well as Lender and the current Landlord (as hereafter defined) may rely on them for all purposes.

The undersigned (“Tenant”), being the Tenant under the lease referred to in Paragraph 1 below and attached hereto as Schedule 1, covering certain premises (“Leased Premises”) at the Property, hereby certifies to you that the following statements are true, correct and complete as of the date hereof:

1.           Tenant is the tenant under a lease currently with _____________________, as landlord (“Landlord”), dated _____________________ demising to Tenant approximately __________________ square feet at the Property, a true, correct and complete copy of which is attached hereto as Schedule 1. The initial term of the lease commenced on _____________________, and will expire on __________________, exclusive of unexercised renewal options and extension options contained in the lease. There have been no amendments, modifications or revisions to the lease, and there are no agreements of any kind between Landlord and Tenant regarding the Leased Premises, except as provided in the lease or except as set forth on Schedule 1.

The lease, and all amendments and other agreements referred to above, are referred to in the following portions of this letter collectively as the “Lease.”

2.           The Lease has been duly authorized and executed by Tenant and is in good standing and in full force and effect.

3.           Tenant has accepted and is presently occupying the Leased Premises. Neither the Lease nor any interest in it has been assigned, transferred, or mortgaged by Tenant, and no sublease, concession agreement or license covering the Leased Premises, or any portion of the Leased Premises, has been entered into by Tenant, except as follows: (if none, write “none”):________.

4.           Tenant is currently obligated to pay fixed or base rent under the Lease in the annual amount of _____________________________ and __/100 Dollars ($___________), payable in monthly installments of ____________________________ and __/100 Dollars ($_____________).  Rent has been paid under the Lease through June 30, 2007 and no sums have been prepaid to Landlord, either as the last month’s rent or otherwise, except as follows: (if none, write “none”):None.

No sums have been deposited with Landlord other than ___________________ Dollars ($___________) deposited as security under the Lease.  Except as specifically stated in the Lease, Tenant is entitled to no rent concessions, free rent, allowances or other similar compensation in connection with renting the Leased Premises. There is currently no work in progress at the Leased Premises by either Tenant or the Landlord nor is there any work on the Leased Premises currently required of Landlord.

5.           To Tenant’s knowledge, neither Landlord nor Tenant is in default under the Lease beyond any applicable cure period and, to Tenant’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, could result in such a default. Tenant has no knowledge of any setoffs, claims or defenses to enforcement of the Lease in accordance with its terms.

Landlord under the Lease is in full compliance therewith and specifically there exists no default under the Lease.

6.           Without limiting the generality of the statement made in Paragraph 1 above, except as specifically stated in the Lease, Tenant has not been granted: (a) any option to extend the term of the Lease; (b) any option to expand the Leased Premises or to lease additional space within the Property; (c) any right of first refusal on any space at the Property; or (d) any option to terminate the Lease prior to its stated expiration.

7.           Tenant has not been granted any option or right of first refusal to purchase the Leased Premises or the Property or any part thereof, except as set for in Section ___ of the Lease.

8.           Neither Tenant nor any guarantor of Tenant is the subject of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation proceeding, and to the best knowledge of Tenant no such proceeding is contemplated or threatened.

9.           Tenant has not received any notice of any threatened or pending condemnation, eminent domain or other taking of the Leased Premises

Executed this _____ day of ____________________, 2007.

TENANT:

___________________, a___________

By: ________________________________

Its:_________________________________

SCHEDULE 1 TO

TENANT ESTOPPEL CERTIFICATE FORM - GENERAL

LEASE

Exhibit C

FORM OF ASSIGNMENT OF LEASEHOLD INTEREST

UPON RECORDING, PLEASE RETURN TO:

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Assignment”) is made as of [      ] [  ], 2007 between [________________], a [____________________] (“Assignor”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Assignee”).

WHEREAS, Assignee is the ground lessee pursuant to that certain [define ground lease agreement] (together with any and all modifications, extensions, replacements, amendments, renewals and assignments thereof are collectively referred to herein as the “Lease”) relating to certain real property and the improvements thereon (the real property and improvements thereon collectively referred to as the “Property”) located in [___________] more particularly described on Exhibit A attached hereto and incorporated herein by reference;

WHEREAS, Assignor now desires to assign to Assignee the Assignor’s leasehold interest in and to the Property, together with all other rights, title and interest existing under the Lease, including, but not limited to, all of Assignor’s right, title and interest as tenant under the Lease; and

WHEREAS, Assignee, in consideration of Assignor’s assignment, has, except as set forth herein, agreed to assume the obligations and duties of Assignor existing under the Lease as tenant under the Lease arising from and after the date hereof.

NOW, THEREFORE, in consideration of TEN DOLLARS and NO/100THS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.           Assignment of Lease.  Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest as tenant under the Lease, together with all credits, deposits, rights of refusal, options (including, but not limited to, any options to purchase or renew set forth in the Lease), benefits, privileges and rights of Assignor under the Lease.

2.           Assumption of Lease Obligations.  Assignee hereby accepts the assignment set forth in Section 1 above, and further agrees to assume all of the obligations of Assignor under the Lease arising from and after the date hereof.

3.           Indemnity.

(a)           Assignor hereby agrees to indemnify and hold harmless Assignee from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) which Assignee incurs under the Lease, and from any and all claims and demands whatsoever which are asserted against Assignee by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions accruing on or before the Effective Date.  If Assignee incurs any such liability, loss, cost, damage or expense under the Lease or in defense against any such claims or demands, the amount thereof (including costs, expenses and reasonable attorneys’ fees) together with interest thereon at the rate of ten percent (10%) per annum from the date any payment is made, shall be reimbursed to Assignee by Assignor immediately upon demand.

(b)           Assignee hereby agrees to indemnify and hold harmless Assignor from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) which Assignor incurs under the Lease, and from any and all claims and demands whatsoever which are asserted against Assignor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions accruing after the Effective Date provided not in any way attributable to Assignor.  If Assignor incurs any such liability, loss, cost, damage or expense under the Lease or in defense against any such claims or demands, the amount thereof (including costs, expenses and reasonable attorneys’ fees) together with interest thereon at the rate of ten percent (10%) per annum from the date any payment is made, shall be reimbursed to Assignor by Assignee immediately upon demand.

(c)           The indemnity provisions of Sections 3 herein shall survive for a period of thirty (30) months from the date hereof, and any claim made thereunder must be made within such thirty (30) month period.

3.           Assumption of Lease Obligations.  Assignee hereby accepts the assignment set forth in Section 1 above, and further agrees to assume all of the obligations of Assignor under the Lease arising from and after the date hereof.

4.           Further Assurances.  The parties hereby agree to execute such other documents and perform such other acts as may be reasonably necessary or desirable to carry out the intents and purposes of this Assignment.

5.           Governing Law.  This Assignment shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the State of [_________] without giving effect to the conflict of law principles thereof.

6.           Binding Effect.  This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and assigns.

7.           Execution in Counterparts.  This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed as of the date first above written.

“ASSIGNOR”
[____________________]
By:
	Name:
	Title:

State of New York	)
	)	ss.:
County of . . . . . . .	)

     On the . . . . . . day of . . . . . . in the year . . . . . . before me, the undersigned, personally appeared . . . . . ., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

WITNESS my hand, at office, this ____ day of _________, 2007.

_____________________________

Notary Public

My Commission Expires:

________________________

[Signatures continue on next page.]

"ASSIGNEE"
NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership
By:	LMLP GP LLC, it general partner
By:
	Name:
	Title:

State of New York	)
	)	ss.:
County of . . . . . . .	)

     On the . . . . . . day of . . . . . . in the year . . . . . . before me, the undersigned, personally appeared . . . . . ., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

WITNESS my hand, at office, this ____ day of _________, 2007.

_____________________________

Notary Public

My Commission Expires:

________________________

EXHIBIT A TO ASSIGNMENT

LEGAL DESCRIPTION

Exhibit D

FORM OF ASSIGNMENT OF INTEREST

ASSIGNMENT OF INTEREST

THIS ASSIGNMENT OF INTEREST (this “Assignment”) is made as of [      ] [  ], 2007 between The Lexington Master Limited Partnership, a Delaware limited partnership (“Assignor”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

WHEREAS, Assignor is the owner of a 100% [TYPE OF INTEREST] in [ENTITY] (the “Interest”); and

WHEREAS, Assignor desires to assign, transfer and convey all of its right, title and interest in the Interest to the Partnership.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.           Assignment.  Assignor hereby assigns, transfers and sets over to the Partnership the Interest including all capital relating thereto and profits derived therefrom, in each case, free of liens, security interests and encumbrances.  The Partnership hereby accepts such assignment, and assumes all of Assignor’s duties, obligations and rights relating to the Interest on and after the date hereof subject to the terms of the [limited liability company] [limited partnership] agreement of [ENTITY].

2.           Parties Bound.  No party may assign this Assignment without the prior written consent of the other party, and any such prohibited assignment shall be void.  Subject to the foregoing, this Assignment shall be binding upon and inure to the benefit of the respective legal representatives, successors, assigns, heirs, and devisees of the parties.

3.           Governing Law.  This Assignment shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the State of Delaware without giving effect to the conflict of law principles thereof.

4.           Time.  Time is of the essence in the performance of this Assignment.

5.           Execution in Counterparts.  This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Assignment.  To facilitate execution of this Assignment, the parties may execute and exchange by telephone facsimile counterparts of the signature pages.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed as of the date first above written.

	THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership
	By:	Lex GP-1 Trust, its general partner
Date	By:
		Name:
		Title:

	NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership
	By:	LMLP GP LLC, it general partner
Date	By:
		Name:
		Title:

Exhibit E

ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE is made this _____ day of ____________, 200, by and between _______________________________ (“Assignor”), and __________________________________ (“Assignee”), with reference to the following facts:

A.           Assignor, as lessor, has entered into the lease described on Exhibit A attached hereto (collectively, the “Lease”) covering certain premises located upon that certain parcel of real property situated in the more particularly described in Exhibit B attached hereto.

B.           Pursuant to the terms of that certain Contribution Agreement entered into by Assignor and Assignee, dated as of August 10, 2007 (the “Agreement”), Assignor now desires to assign and transfer to Assignee all of Assignor’s interest as lessor in the Lease, subject to the rentals, terms, covenants, obligations, easements and restrictions set forth therein.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein below set forth, it is agreed:

1.           Effective as of the date hereof (the “Effective Date”), Assignor assigns and transfers to Assignee, all of Assignor’s right, title and interest as landlord, accruing after the Effective Date, in and to the Lease, subject to the rentals, terms, covenants, obligations, easements and restrictions set forth in the Lease.

2.           Assignee hereby accepts the assignment of the Lease as of the Effective Date, shall be entitled to all rights and benefits accruing to the landlord thereunder and hereby assumes all obligations thereunder and agrees to be bound by the terms of the Lease, from and after the Effective Date.

3.           Assignor hereby agrees to indemnify and hold harmless Assignee from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) which Assignee incurs under the Lease, and from any and all claims and demands whatsoever which are asserted against Assignee by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions accruing on or before the Effective Date.  If Assignee incurs any such liability, loss, cost, damage or expense under the Lease or in defense against any such claims or demands, the amount thereof (including costs, expenses and reasonable attorneys’ fees) together with interest thereon at the rate of ten percent (10%) per annum from the date any payment is made, shall be reimbursed to Assignee by Assignor immediately upon demand.

4.           Assignee hereby agrees to indemnify and hold harmless Assignor from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) which Assignor incurs under the Lease, and from any and all claims and demands whatsoever which are asserted against Assignor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements

contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions accruing after the Effective Date provided not in any way attributable to Assignor.  If Assignor incurs any such liability, loss, cost, damage or expense under the Lease or in defense against any such claims or demands, the amount thereof (including costs, expenses and reasonable attorneys’ fees) together with interest thereon at the rate of ten percent (10%) per annum from the date any payment is made, shall be reimbursed to Assignor by Assignee immediately upon demand.

5.           The indemnity provisions of Sections 3 and 4 herein shall survive for a period of thirty (30) months from the date hereof, and any claim made thereunder must be made within such thirty (30) month period.

6.           The provisions of this instrument shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

7.           This Assignment and Assumption of Lease may be executed in counterparts which taken together shall constitute one and the same instrument.

8.           Assignor hereby covenants that it will, at any time and from time to time, execute any documents and take such additional actions as Assignee or its successors or assigns shall reasonably require in order to more completely or perfectly carry out the transfers intended to be accomplished by this Assignment and Assumption of Lease.

[Signatures on Following Page]

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption of Lease as of the date set forth above.

ASSIGNOR:

By:

Name: 

Title: 

By:

Name: 

Title: 

ASSIGNEE:

By:

Name: 

Title: 

By:

Name: 

Title: 

Exhibit F

______________ __, 2007

VIA FEDEX AND FACSIMILE

[Insert Tenant Notice Address]

Re: Notification Regarding Change of Address and Rent Redirection

Ladies and Gentlemen:

This letter is to notify you, as the tenant of the property located at [Insert property address] (the “Property”), that all notices from you to [Insert Landlord name] (“Landlord”) concerning any matter relating to your lease with Landlord should be sent to Landlord at the address set forth below:

[Insert Address]

From the date of this letter, all rentals and other payments that become due under the terms of your Lease subsequent to the date hereof should be mailed to the address below:

[Insert Address]

If you have any questions regarding this notice, please contact [______________] at (___) ___-____.

Sincerely,

[Insert Landlord Signature block]

EX-10.4

Exhibit 10.4

Execution Copy

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 10th day of August, 2007, between The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

RECITALS

A.           The Partnership was formed pursuant to a limited partnership agreement, dated as of the date hereof (the “Partnership Agreement”), among LMLP, as a limited partner, LMLP GP LLC, a Delaware limited liability company (“LMLP GP”), as the general partner, Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”), as a limited partner.

B.           At each Closing, LMLP will sell or cause to be sold Property or Properties and/or direct or indirect interests in an Owner of Property or Owners of Properties to the Partnership subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1Definitions.  In addition to the terms defined in this Agreement, the following terms shall have the meanings set forth herein:

“Business Day” means any day of the year other than Saturday, Sunday or any other day on which banks located in New York, New York generally are closed for business.

“Closing” shall have the meaning set forth in Section 4.1 hereof.  It being understood by the parties that this Agreement contemplates multiple Closings.

“Contribution Agreement” means that certain Contribution Agreement, dated of even date herewith, between LMLP and the Partnership.

“Endorsements” means the following endorsements (if available in the jurisdiction in which the Property is located) as required by the Partnership and Inland:  (i) owner’s comprehensive endorsement; (ii) location endorsement; (iii) zoning endorsement; (iv) legal lot endorsement; (v) separate tax lot endorsement; (vi) street access endorsement; (vii) survey endorsement; (viii) deletion of creditor’s rights exclusion; (ix) encroachment endorsement, if

applicable; (x) restrictions endorsement, if applicable; (xi) Fairway endorsement, if applicable; (xii) non-imputation endorsement, if applicable; and (xiii) such other endorsements as agreed by the Parties.

“GP/Manager Entities” means each of the Persons listed on Schedule 1 hereto under the heading “GP/Manager Entity.”

“Ground Lease” means, as to a Property, the ground lease governing the lease hold interest in the Real Property.

“Ground Lease Estoppels” means estoppel certificates from the lessor of a Ground Lease, substantially in the form of Exhibit A attached hereto or in such other form as may be attached to the applicable Ground Lease.

“Honeywell Lease” means that certain Lease and Agreement, dated as of April 26, 1985, between Lexington Glendale LLC (as successor to GlenArrow Associates Limited Partnership by assignment) and Honeywell International Inc. (as successor to Sperry Corporation by assignment)

“Honeywell Property” means the property located at 19019 N. 59^th Avenue, Glendale, Arizona.

“Intangible Property” means, as to a Property, all intangible property owned by the Owner and used in connection with the Real Property or the Personal Property including, without limitation, all of the Owner’s right, title and interest in and to all:  licenses; approvals; applications and permits issued or approved by any governmental authority and relating to the use, operation, ownership, occupancy and/or maintenance of the Real Property or the Personal Property; Service Contracts; utility arrangements; indemnities; claims against third parties; plans; drawings; specifications; surveys; maps; engineering reports and other technical descriptions; books and records; insurance proceeds and condemnation awards; and all other intangible rights used in connection with or relating to the Real Property or the Personal Property, including rights, if any to current and past names of the Real Property.

“Interest” means a direct or indirect equity interest in an Owner, as described on Schedule 1 hereto.

“Leases” means, as to a Property, all leases within the Improvements.

“LMLP Entity” means each of LMLP, each LMLP Sale Affiliate, each GP/Manager Entity and each Owner and “LMLP Entities” means LMLP, the LMLP Sale Affiliates, the GP/Manager Entities and the Owners, collectively.

“LMLP Sale Affiliate” means each of the Persons listed on Schedule 1 hereto under the heading “LMLP Sale Affiliate.”

“Loan” means a loan secured by a mortgage or deed of trust encumbering a Property, as shown on Schedule 1 hereto.

“Loan Documents” means the documents and instruments evidencing and securing a Loan (excluding any certificates or similar instruments delivered to the lender in connection with the origination of a Loan which do not contain any terms of the Loan).

“Owner” means each of the Persons listed on Schedule 1 hereto under the heading “Owner.”

“Permitted Exceptions” are such exceptions to title to a Property either (i) set forth on Schedule 4.2(a) hereto or (ii) as may be approved in writing by the Parties and Inland, which shall be the only exceptions to title shown in a Title Policy.

“Party” or “Parties” means, individually or collectively, as the case may be, LMLP and the Partnership, and their respective permitted successors and assigns.

“Partner” means a partner of the Partnership.

“Person” means any individual, corporation, partnership or other entity.

“Personal Property” means, as to each Property, all tangible property owned by the Owner now or on the Closing Date and used in conjunction with the operation, maintenance, ownership and/or occupancy of the Real Property including without limitation:  furniture; furnishings; art work; sculptures; paintings; office equipment and supplies; landscaping; plants; lawn equipment; and whether stored on or off the Real Property, tools and supplies, maintenance equipment, materials and supplies used in the operation of the Real Property, shelving and partitions, and any construction and finish materials and supplies not incorporated into the Improvements and held for repairs and replacements thereto, wherever located.

“Property” means, for each property described on Schedule 1 hereto, the fee simple interest or leasehold interest Real Property and Leases, Personal Property and Intangible Property related to it.

“Real Property” means, as to each Property, the real property, together with all rights, privileges, hereditaments and interests appurtenant thereto, including, without limitation:  any water and mineral rights, development rights, air rights, easements, and any and all rights of the Owner in and to any streets, alleys, passages and other rights of way; and all buildings and other improvements located on or affixed to such real property and all replacements and additions thereto (collectively, “Improvements”).

“ROFO/ROFR Rights” means the rights of first offer or rights of first refusal provided in the Leases set forth on Schedule 2 hereto.

“Sales Price” with respect to each Sold Asset means the value of the Property, as determined by the Parties, and shown on Schedule 1 hereto.

“Schedule 1” means Schedule 1 attached hereto, and any amendment or supplement thereto, or restatement thereof resulting from a Closing or an adjustment or proration under Section 4.4 hereof.

“Seimens Property” means the property located at 1404-1501 Nolan Ryan Parkway, Arlington, Texas.

“Selling Owner” means an Owner of a Sold Asset that is a Property.

“Service Contracts” means, as to each Property, all management, service, supply, equipment rental, and other contracts related to the operation, improvement or repair of the Real Property or the Personal Property.

“Sold Asset” means an Interest or a Property sold by LMLP to the Partnership.

“Tenant Estoppels” means estoppel certificates from tenants of a Property or Properties, substantially in the form of Exhibit B attached hereto or in such other form as may be attached to the  applicable Lease.

“Tenneco Property” means the property located at 904 Industrial Road, Marshall, Michigan.

“TIC Agreement” means the Amended and Restated Tenancy-In-Common Agreement, between Lexington Oklahoma City L.P. and 7^th Street, Inc.

“TIC Consent” means the consent of 7^th Street, Inc. to the sale of 100% of the membership interests in Lexington Oklahoma City Manager LLC and 100% limited partnership interests in Lexington Oklahoma City L.P.

“Title Company” means such title company or companies as may be selected by LMLP.

“Title Policy” means an ALTA Owner’s Policy (1992) of title insurance, with extended coverage, issued by the Title Company as of a Closing, in the amount of the Sales Price with respect to such Closing, containing the Endorsements, insuring that the Partnership, if the Property is the Sold Asset, or the Owner, if an Interest is the Sold Asset, is the owner of fee simple title or leasehold title, as applicable, to the Property, subject only to the Permitted Exceptions.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF LMLP

As of the date of a Closing, LMLP hereby represents and warrants as follows to the Partnership with respect to itself, the GP/Manager Entities, the Owners and the Properties.

2.1Due Organization.  Each LMLP Entity has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and is qualified to do business and in good standing in all jurisdictions where such qualification is necessary to carry on its business as now conducted.  True, correct and complete copies of the constituent documents of each GP Entity and each Owner (if applicable) have been delivered to the Partnership and Inland.

2.2Due Authorization.  LMLP and, to the extent that a Sold Asset is a Property, the applicable Owner, has full power and authority to own and assign the Sold Asset and to enter into this Agreement and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by each LMLP Entity of this Agreement, as applicable, have been duly and validly approved by all necessary limited partnership and limited liability company action, and, except for the TIC Consent, no other actions or proceedings on the part of any LMLP Entity are necessary to authorize this Agreement or the transactions contemplated hereby and thereby.  Except for the ROFO/ROFR Rights, no consent, waiver, approval, or authorization of, or filing, registration, or qualification with, or notice to, any governmental instrumentality or any Person (including without limitation, its partners, managers or members) is required to be made, obtained, or given by a LMLP Entity in connection with the execution, delivery, and performance of this Agreement and the sale of the Sold Asset or, if required, such consent or action has been obtained or taken.  Without limiting the generality of the foregoing, the performance of this Agreement by LMLP does not require the consent of the holder of any lien or Loan encumbering a Property, a Sold Asset or an LMLP Entity, or, if required, such consent will be obtained and a copy will be delivered to the Partnership and Inland on or prior to the Closing.  Additionally, the execution, delivery and performance of this Agreement by each LMLP Entity, as applicable, does not conflict with any organizational documents of LMLP or any other LMLP Entity. LMLP has duly and validly executed and delivered this Agreement.

2.3Enforceability.  This Agreement constitutes, and the documents executed pursuant to this Agreement when executed will constitute, legal, valid and binding obligations of LMLP and of a Selling Owner (if applicable), enforceable against LMLP or such Owner in accordance with their respective terms, except to the extent such enforceability may be limited by applicable bankruptcy and other laws affecting creditors’ rights, or by general equitable principles.

2.4Conflicts.  The execution and delivery of this Agreement, and the performance by LMLP under this Agreement, do not and will not conflict with or result in a breach of (with or without the passage of time or notice or both) the terms of any of LMLP’s constituent documents, any judgment, order or decree of any governmental authority binding on LMLP, and, to LMLP’s knowledge, do not breach or violate any applicable law, rule or regulation of any governmental authority.  Subject to obtaining waivers of all the ROFO/ROFR Rights, the execution, delivery and performance by LMLP under this Agreement will not result in a breach or violation of (with or without the passage of time or notice or both) the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which LMLP is a party or by which LMLP is bound or to which the Sold Asset, any GP/Manager Entity or any Owner is subject.  

2.5Sold Assets.  With respect to any Interest constituting a Sold Asset being sold by LMLP, LMLP holds title to such Interest free and clear of any liens, claims or other encumbrances, except as disclosed in writing to the Partnership and except as set forth on Schedule 1 and Schedule 2.5 hereto.  Except as indicated on Schedule 2.5 hereto, LMLP holds, either directly or indirectly, one hundred percent (100%) of the ownership interest in a GP/Manager Entity or an Owner.  LMLP has not, directly or indirectly, sold, conveyed, transferred, given, pledged, mortgaged or otherwise disposed of, encumbered or granted in any manner any interest in such Owner (other than intercompany loans which shall be satisfied by the applicable LMLP Entity as of the Closing); there are no outstanding warrants, options, rights,

agreements, calls or other commitments to which an LMLP Entity (directly or indirectly) is a party relating to or providing for the sale, conveyance, transfer, gift, pledge, mortgage or other disposition, encumbrance or granting of, or permitting any Person to acquire any direct or indirect interest in, a GP/Manager Entity or an Owner.  Subject to obtaining waivers of all the ROFO/ROFR Rights and subject to obtaining the TIC Consent, LMLP has the absolute right, power and capacity, to sell, assign, convey, transfer and deliver the Interest as contemplated by this Agreement, free and clear of any liens, claims or other encumbrances, other than the applicable Loan.  Each applicable Owner is the sole owner of the applicable Property.  Except for a Selling Owner, each applicable Owner does not now own and has not at any time previously owned any assets or property other than the Property, and has engaged in no business other than the ownership of the Property.

2.6Litigation.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, there is no action, suit or proceeding pending or threatened against a GP/Manager Entity, any Owner or a Property which, if adversely determined, would have a material adverse effect on the financial condition or results of operations of the GP/Manager Entity, the Owner or the Property, or which challenges or impairs LMLP’s ability to execute, deliver or perform under this Agreement or to assign the Sold Asset, or to consummate the transaction as contemplated herein.

2.7Contractors and Suppliers.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, all contractors, subcontractors, suppliers, architects, engineers and others who have performed services or labor or supplied material in connection with the acquisition, development, ownership or management of the Property, other than those incurred in the ordinary course of business for the accounts payable period immediately prior to Closing and those engaged directly by tenants, have been paid in full.

2.8Leases.  LMLP has made available to the Partnership and Inland true, correct and complete copies of all of the Leases affecting the Property including all amendments and guarantees.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, no written notice has been given or received by the landlord under such Leases with respect to any material default under the Leases which remains uncured.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, there is no free rent outstanding and all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions from the landlord under the Leases have been paid and performed in full.  Schedule 2.8 hereto contains a rent roll for each Lease affecting a Property.

2.9Ground Leases.  LMLP has made available to the Partnership and Inland true, correct and complete copies of all of the Ground Lease affecting the Property, if applicable.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, no written notice has been given or received by the landlord under such Leases with respect to any material default under the Ground Lease which remains uncured.

2.10TIC Agreement.  LMLP has made available to the Partnership and Inland true, correct and complete copies of the TIC Agreement.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, no written notice has been given or received by

LMLP under the TIC Agreement with respect to any material default under the TIC Agreement which remains uncured.

2.11Undisclosed Liabilities.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, there are no liabilities of the GP/Manager Entities, the Owners (other than the Selling Owners) or the Property (including, but not limited to, liabilities for taxes relating to any period prior to the date hereof, other than real estate taxes not yet due and payable), other than (i) any Loan (if applicable), (ii) obligations, duties and responsibilities under the Leases, (iii) trade payables in the ordinary course and (iv) obligations, duties and responsibilities under applicable laws.

2.12Legal Compliance.  Except as disclosed in writing to the Partnership and Inland, to LMLP’s knowledge, neither the Property nor the current use thereof violates in any material respect any governmental law or regulation or any covenants or restrictions encumbering the Property.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, no notice of violation or alleged violation of any laws, rules, regulations or codes, with respect to the Property has been issued which has not been corrected to the satisfaction of the issuer of the notice.

2.13Environmental.  Except as disclosed in the Phase I environmental report, if any, pertaining to the Property received by LMLP, a copy of which has been furnished to the Partnership, LMLP has no knowledge of any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property in violation of law.  Except as disclosed in writing to the Partnership, to LMLP’s knowledge, no Owner, tenant or other Person has, manufactured, introduced, released or discharged from or onto the Property any Hazardous Materials or any toxic wastes, substances or materials (including, without limitation, asbestos), in violation of any Environmental Laws.  The term “Environmental Laws” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement or such later date as of which this representation is effective pursuant to the terms hereof, together with their implementing regulations and guidelines as of the date of this Agreement or such later date as of which this representation is effective pursuant to the terms hereof, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials.  The term “Hazardous Materials” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law.

2.14Disclosure.  To LMLP’s knowledge, the documents delivered in connection with any sale of a Sold Asset pursuant hereto, the Leases and such other contracts and agreements disclosed to the Partnership and Inland were true and correct copies of such documents.  Other than this Agreement, the Partnership Agreement, the documents delivered in connection with any sale of a Sold Asset pursuant hereto, the Leases, the Ground Leases and such other contracts and agreements disclosed to the Partnership and Inland, to LMLP’s knowledge, there are no material contracts or agreements of any kind relating to the Sold Asset or the Property to which the

Partnership or the GP/Manager Entity or the Owner (if applicable) or their agents or the Sold Assets or the Property would be bound after Closing.

2.15Loan.  If a Property is encumbered by a Loan (i) LMLP has delivered true, correct and complete copies of the Loan Documents to the Partnership and Inland, (ii) the payments due under or with respect to such Loan are current and (iii) to LMLP’s knowledge, there exist no outstanding and uncured defaults under the Loan Documents and no notices of default have been received from the holder of such Loan which remain outstanding and uncured.  Schedule 1 hereto sets forth the outstanding principal balance and accrued interest due under each Loan.

2.16Operating Partnerships.  The transactions contemplated hereby do not constitute a sale of substantially all of the assets of Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P. or Net 3 Acquisition L.P., which would require the consent of the Special Limited partners under such entities’ respective limited partnership agreements.

ARTICLE 3

CONDITIONS PRECEDENT

3.1Obligation of the Partnership.  The obligation of the Partnership to consummate a Closing with respect to a Sold Asset is subject to the satisfaction or waiver by Inland of each of the following conditions related to the sale of a Sold Asset:

(a)Representations and Warranties.  The representations and warranties made by LMLP in Article 2 of this Agreement with respect to such Sold Asset shall be true and correct in all material respects when made and on and as of the Closing Date, if applicable, as though such representations and warranties were made on and as of such date.

(b)Compliance with Agreements and Covenants.  LMLP shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to a Closing of a sale of such Sold Asset.

(c)Leases.  As of a Closing:  with respect to each Sold Asset, (i) the current Tenant Estoppel for the applicable Lease disclosing no matters reasonably objectionable to the Partnership and Inland, have been delivered to the Partnership and Inland; (ii) the current Ground Lease Estoppel for the applicable Ground Lease, if applicable, disclosing no matters reasonably objectionable to the Partnership and Inland, have been delivered to the Partnership and Inland; (iii) the consent of the ground lessor under the Ground Lease, if applicable and if required under the Ground Lease; (iv) the Leases and, if applicable, the Ground Leases shall be in full force and effect and no monetary or material nonmonetary default or claim by landlord or tenant shall have arisen under any Leases or, if applicable, the Ground Lease that was not specifically disclosed in writing to the Partnership and Inland; (v) no tenant at the applicable Property shall have initiated or had initiated against it any insolvency, bankruptcy, receivership or other similar proceeding; (iv) there shall not have been any amendment to the Lease or Ground Lease, as applicable, after the date hereof, unless consented to by the Partnership and Inland; and (vii) there shall not have occurred an event of any material damage or destruction to the applicable Property or any

significant condemnation of such Property which are not the obligation of the tenants thereof to repair and renders such Sold Asset unusable by the tenant thereof or gives the tenants thereof the right to terminate; provided that LMLP shall have the right to exercise the Owner’s rights under the Honeywell Lease with respect to the Released Option Parcel (as defined in the Honeywell Lease).

(d)Title.  At Closing, the Title Company shall deliver a Title Policy with respect to the applicable Property as of the date and time of the recording of the Deed(s) or Assignment(s) of Leasehold Interest, or the delivery of the Assignment(s) of Interest.  If mutually agreed to by the Parties and Inland, in the case of an Assignment of Interest, the existing Title Policy may satisfy this condition, so long as the Title Company issues Fairway and non-imputation endorsements thereto as of such Closing, in form satisfactory to the Parties.

(e)Loan.  Any required consent from the holder of a Loan with respect to such Sold Asset shall have been obtained, and the Loan Documents modified in such form and substance as agreed by the Parties.

(f)ROFO/ROFR.  With respect to Sold Assets listed on Schedule 2 hereto only, LMLP shall have received a waiver by the tenants at the applicable Property of its ROFO/ROFR Right in a form reasonably acceptable to the Partnership and Inland.

(g)TIC.  With respect to the sale of the Sold Asset relating to the TIC Agreement only, the receipt of the TIC Consent in a form reasonably acceptable to the Partnership and Inland.  There shall not have been any amendment to the TIC Agreement after the date hereof unless consented to by the Partnership and Inland.

(h)Seimens Property.  Only with respect to the Seimens Property, in the event LMLP and Inland, in good faith, determines that the expenses of remediation under that certain Scope of Services and Cost Proposal by BEM Systems, Inc. dated June 15, 2007 with respect to the Seimens Property exceeds $250,000, the written agreement of LMLP to indemnify the Partnership for such excess expense.

(i)Tenneco Property.  Only with respect to the Tenneco Property, in the event LMLP and Inland, in good faith, determines that the cost of any remediation arising from reportable events recommended by that certain Phase I Environmental Report with respect to the Tenneco Property exceeds $250,000, the written agreement of LMLP to indemnify the Partnership for such excess cost.

(j)Other Conditions.  All other conditions to the Partnership’s obligations set forth in this Agreement or the Partnership Agreement with respect to the sale of such Sold Asset have been satisfied as of the dates required.

3.2Obligation of LMLP.  The obligation of LMLP to consummate a Closing with respect to a Sold Asset is subject to the satisfaction or waiver of each of the following conditions related to the sale of a Sold Asset:

(a)Compliance with Agreements and Covenants.  The Partnership shall have performed and complied in all material respects with all of its covenants, obligations and

agreements contained in this Agreement to be performed and complied with by it on or prior to a Closing of a sale of such Sold Asset; provided that the Partnership’s failure to perform or comply as provided by this Section shall not be a condition to the sale of a Sold Asset if such failure is caused by Event of Default by LMLP GP under the Partnership Agreement.

(b)Loan.  Any required consent from the holder of a Loan with respect to such Sold Asset shall have been obtained, and the Loan Documents modified in such form and substance as agreed by the Parties.

(c)Other Conditions.  All other conditions to LMLP’s obligations set forth in this Agreement or the Partnership Agreement with respect to the sale of such Sold Asset have been satisfied as of the dates required.

ARTICLE 4

CLOSING

4.1Sale.  LMLP and each LMLP Sale Affiliate agree to sell the Sold Assets to the Partnership and the Partnership agrees to purchase the Sold Assets from LMLP and the LMLP Sale Affiliates.

4.2Closing.  The consummation of the sale of a Sold Asset to the Partnership and the other transactions contemplated to occur simultaneously therewith shall take place on a Business Day within one hundred eighty (180) days from the date first set forth above, and not less than five (5) Business Days following notice from either party, through an escrow with the Title Company, requiring the simultaneous deliver of the applicable Deed, Leasehold Interest or Interests and disbursement of the Sales Price to the Owner, after the execution of this Agreement and upon completion of the deliveries hereunder and satisfaction of the other conditions set forth herein with respect to the sale of such Sold Asset (each, a “Closing”).

4.3Deliveries by Parties.  At a Closing, in addition to any other documents or agreements required under any other provision of this Agreement, each Party shall make or cause to be made the following deliveries and performance:

(a)Deed/Assignment of Leasehold Interest.  If a Sold Asset is a Property, either, as applicable, (i) a deed (a “Deed”) containing a special warranty of title, in statutory form or if the applicable jurisdiction does not promulgate such a form, in such form as the title company selected by LMLP shall require in order to issue a Title Policy with respect thereto, executed and acknowledged by the Owner thereof, conveying to the Partnership indefeasible fee simple title to such Property, subject only to the Permitted Exceptions, or (ii) an assignment of leasehold interest (an “Assignment of Leasehold Interest”), in substantially the form attached as Exhibit C hereto, executed and acknowledged, assigning to the Partnership the leasehold interest title to such Property.  The Deed or the Assignment of Leasehold Interest, as the case may be, shall be delivered, in escrow, to the offices of the title company in the appropriate counties for recording the Deed or the Assignment of Leasehold Interest, as the case may be, so that the Deed or the Assignment of Leasehold Interest, as the case may be, can be recorded on the date of such Closing;

(b)Bill of Sale.  If a Sold Assets is a Property, a quit claim bill of sale (“Bill of Sale”), duly executed and acknowledged by Owner, conveying to the Partnership title to any Personal Property.

(c)General Assignment. An assignment by which Owner will assign, without recourse, all of Owner’s rights to the Partnership in and under: (i) all guaranties and warranties made by any contractor, subcontractor, materialman, supplier, or other person or entity with respect to the Improvements; (ii) the service or maintenance contracts currently existing with respect to all or any part of the Property to which Owner is a party, if any; and (iii) the permits, certificates of occupancy, approvals or other governmental authorizations possessed by Owner, if any, with regard to the operation of the Real Property or Personal Property.

(d)Assignment of Interest.  If a Sold Asset is an Interest, an assignment (the “Assignment of Interest”) of such Interest, in substantially the form attached as Exhibit D hereto, executed and acknowledged by LMLP, assigning the Interest to the Partnership, together with any filings required in the jurisdiction in which the entity to which such Interest relates is organized.

(e)Assignment of Leases.  If a Sold Asset is a Property, a Bill of Sale and Assignment of Leases and Contracts in substantially the form attached as Exhibit E hereto (the “Assignment”), executed and acknowledged by the Owner of the Property, vesting in the Partnership good title to the Personal Property, Improvements and Leases described therein free of any claims, except as disclosed in writing to the Partnership and Inland, to the extent applicable;

(f)Loan Modification Documents.  If a Sold Asset is a Property or an Interest in a Property encumbered by a Loan, any documents, executed and acknowledged by the holder of the Loan and the other parties thereto, modifying the Loan Documents, as contemplated by Section 3.1(e) above;

(g)Payment of Obligations Not Assumed.  Payment or provision for the payment in manner reasonably satisfactory to the Partnership and Inland of all obligations of LMLP or the Owner, if applicable, not specifically assumed or paid pursuant to this Agreement as described in the definition of LMLP’s Equity with respect to each Sold Asset being sold at such Closing, including payment or provision for payment of obligations arising directly from existing and known violations of applicable laws;

(h)Certificate.  A certificate from LMLP that its representations and warranties in Article 2 with respect to itself and each Sold Asset being sold at such Closing are true and correct in all material respects.

(i)Notice to Tenants.  If a Sold Asset is a Property, a notice to each tenant of such Property in substantially the form attached as Exhibit F hereto;

(j)State Law Disclosures.  Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property or assignments of ownership interests;

(k)FIRPTA.  A Foreign Investment in Real Property Tax Act affidavit executed by LMLP with respect to such Sold Asset; and

(l)Delivery of Books and Records.  Delivery to the offices of Partnership’s asset manager, to the extent in LMLP’s possession: the original Leases or copies thereof if the originals are not in LMLP’s possession; copies or originals of all books and records of account; contracts; copies of correspondence with tenants and suppliers; receipts for deposits; unpaid bills and other non-confidential papers or documents which pertain to the Property; all advertising materials, booklets, keys and other items, if any, used in the operation of the Property; and, if in LMLP’s possession or control, the original “as-built” plans and specifications and all other available plans and specifications.

4.4Closing Costs.  Premiums for any title policy, costs of surveys and UCC searches, transfer taxes, recording fees, loan assumption or transfer fees and escrow fees, if any, and other closing costs shall be paid by the Partnership; provided, however, that each Party shall pay its own legal fees incurred with this Agreement.

4.5Prorations and Adjustments.  The parties, acting in good faith, will attach to Schedule 1, at each Closing, a calculation of prorations and other adjustments taken into account in determining the Sales Price with respect to the applicable Sold Asset.  It is understood and agreed by the Parties that as of each Closing, some of the prorations and their adjustments may be based upon estimates.  The Parties agree to reprorate and readjust such items on a fair and equitable basis as soon as invoices or other bills are available and after final reconciliation with tenants, with final adjustment to be made as soon as reasonably possible after a Closing, to the effect that the income and expenses are received and paid on an accrual basis by the applicable LMLP Sale Affiliate and the Partnership with respect to the pre- and post-sale periods, respectively.  Payments either from or to the applicable LMLP Sale Affiliate or the Partnership, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment and Schedule 1 will be amended accordingly.  To the extent delinquent rents are received after a Closing, they shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable LMLP Sale Affiliate any rent properly allocated to the pre-sale period.

ARTICLE 5

INDEMNIFICATION

5.1LMLP Indemnity.  LMLP agrees to indemnify, defend and hold the Partnership harmless of and from any liability, claim, demand, loss, expense or damage (collectively, “loss”) suffered by the Partnership arising from any act or omission of, or any breach of obligations by, LMLP or any Owner (if applicable), or an agent, employee or contractor of the foregoing, (i) occurring during LMLP’s or such Owner’s (if applicable) period of ownership before a Closing; or (ii) arising from any breach or inaccuracy of LMLP’s representations and warranties in Article 2 or any breach by LMLP of a obligation under this Agreement.  Notwithstanding anything in the foregoing to the contrary, (i) LMLP shall not be required to indemnify the Partnership under this Article V or Article V of the Contribution Agreement unless the aggregate of all losses hereunder and under Article V of the Contribution Agreement exceeds $250,000, and in such

agreements contained in this Agreement to be performed and complied with by it on or prior to a Closing of a sale of such Sold Asset; provided that the Partnership’s failure to perform or comply as provided by this Section shall not be a condition to the sale of a Sold Asset if such failure is caused by Event of Default by LMLP GP under the Partnership Agreement.

5.2Survival.  The indemnities set forth in this Article 5 shall survive for a period of thirty (30) months from the date first set forth above.

5.3Procedure.  The following provisions govern all actions for indemnity under this Article 5 and any other provision of this Agreement, other than Section 7.2.  Promptly after receipt by an indemnitee of notice of any claim, such indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the indemnitor written notice thereof and the indemnitor shall have the right to participate in and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to such claim, to assume the defense thereof, with counsel mutually satisfactory to the parties; provided, however, that an indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding.  The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnitor will not relieve it of any liability that it may have to any indemnitee other than under this indemnity.  If an indemnitee settles a claim without the before written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.

ARTICLE 6

MISCELLANEOUS

6.1Survival.  The representations and warranties contained in this Agreement and the provisions of this Agreement that contemplate performance after a Closing shall survive only for a period of thirty (30) months from the date first set forth above, and the Partnership shall have the right to bring an action thereon only if it has given LMLP written notice of such claim within such thirty (30) month period in accordance with the provisions of Section 6.6.

6.2Additional Actions and Documents.  Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

6.3Entire Agreement; Amendment.  This Agreement, including the Exhibits and other documents referred to herein or furnished pursuant hereto, constitute the entire agreement among the parties hereto with respect to the transactions contemplated herein, and supersede all prior oral or written agreements, commitments or understandings with respect to the matters

provided for herein; provided, that nothing in this Section 6.3 shall have any effect on any other agreements.  Without limiting the foregoing, except as expressly provided otherwise herein, the sales of Sold Assets pursuant hereto shall be subject to the terms and conditions of the Partnership Agreement.  No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the party against whom enforcement of the amendment, modification, or discharge is sought.

6.4Notices.  All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, sent by overnight courier or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile, telegram, telecopy or telex, addressed as set forth in the Partnership Agreement. Notices may be given by counsel to the parties.  Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent.  Each notice, demand, request or communication which shall be hand delivered, sent, mailed, faxed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the confirmation receipt (with respect to a facsimile), or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

6.5Waivers.  No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other documents furnished in connection with or pursuant to this Agreement shall impair any such right, power or privilege to be construed as a waiver of any default or any acquiescence therein.  No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.  No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

6.6Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.7Governing Law.  This Agreement, the rights and obligations of the parties hereto, and any claim or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the choice of law rules thereof) except for actions affecting title to real property, in which case the laws of the State in which the real property is located shall apply.

6.8Assignment.  No party hereto shall assign its rights and/or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other parties hereto; provided, that the Partnership shall be entitled to assign its rights under this Agreement to an SP Subsidiary.

6.9No Third Party Beneficiaries.  This Agreement is solely for the benefit of the parties hereto, and no provision of this Agreement shall be deemed to confer any third party benefit; except that Inland is a third party beneficiary of Sections 1.1, 2.1, 2.2, 2.6, 2.7, 2.9, 2.10, 2.12, 2.13, 2.14, 2.15, 3.1, 4.1 and 4.3 hereof.

6.10Severability.  If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

6.11Attorneys’ Fees  If either Party brings an action at law or equity  against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such action shall be entitled to recover court costs and reasonable attorney's fees actually incurred from the other.

6.12Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  THE PROVISIONS OF THIS SECTION 6.12 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

6.13Tax Free Exchanges. Notwithstanding Section 6.8 hereof, LMLP is permitted designate any Sold Asset as part of a tax free exchange under the Internal Revenue Code of 1986, as amended.  In such event, the parties hereto agree to cooperate with the other in such transaction, including, but not limited to, executing any commercially reasonable documents requested by the designating party and cooperating in a commercially reasonable manner with any facilitator in such transaction, provided that (i) the Partnership shall not incur any liability in connection with the exchange, (ii) the Partnership shall not be obligated to take title to any real property, other than a Sold Asset, (iii) the date of the Closing shall not be extended to accommodate nor shall the Closing be conditioned on consummation of the exchange, and (iv) any and all additional costs and charges attributable to the exchange including, without limitation, actual attorneys’ fees, brokers’ commissions and other transaction-related expenses shall be paid for by LMLP or an LMLP Sale Affiliate immediately upon demand by the Partnership.  In addition, LMLP shall indemnify, defend and hold the Partnership and Inland harmless from and against any and all losses, liens, claims, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) sustained by or threatened against the Partnership which result from or arise out of any exchange contemplated by this Section 6.13

ARTICLE 7

OTHER AGREEMENTS OF THE PARTIES

7.1Parties’ Recoveries.  To the extent assignable, LMLP hereby assigns, as of the applicable Closing, to the Partnership any and all rights and benefits of LMLP under any purchase agreements, certificates, reports, estoppel letters or similar items (collectively the “Acquisition Documents”) entered into or received by LMLP in connection with the acquisition

of any Property.  Further, LMLP agrees to enforce such rights and benefits on behalf of the Partnership and any recoveries under any of the Acquisition Documents shall be for the benefit of the Partnership.  Any such recoveries shall be paid over to the Partnership (but such payment shall in no event be deemed a “Capital Contribution” (as defined in the Partnership Agreement) to the Partnership by such Party).  Notwithstanding the foregoing, if any recovery specifically relates to such Party’s period of ownership prior to the applicable Closing, such recovery may be retained by such Party and thereby shall be excluded from the foregoing assignment.

7.2LMLP Environmental Indemnity.

(a)In the event the Partnership acquires the Tenneco Property hereunder, LMLP agrees to indemnify, defend and hold the Partnership harmless of and from any expense arising from the costs of any remediation arising from reportable events recommended by that certain Phase I Environmental Report with respect to the Tenneco Property.

(b)In the event the Partnership acquires the Seimens Property hereunder, LMLP agrees to indemnify, defend and hold the Partnership harmless of and from any the expenses of remediation under that certain Scope of Services and Cost Proposal by BEM Systems, Inc. dated June 15, 2007 with respect to the Seimens Property.

(c)Notwithstanding anything in the foregoing to the contrary, the amount of expenses so indemnified by LMLP shall not exceed $250,000.00 individually in the case of Sections 7.2(a) or 7.2(b), unless agreed to in writing by LMLP.

(d)The indemnities set forth in this Section 7.2 shall survive for a period of five (5) years from the date first set forth above.

(e)Promptly after receipt by the Partnership of notice of any indemnifiable expense, the Partnership will deliver to LMLP written notice thereof.

7.3Honeywell Release Parcel.  Notwithstanding anything to the contrary, the Real Property constituting the Honeywell Property shall not include the Released Parcel (as defined in the Honeywell Lease).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf as of the date first above written.

THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited Partnership

By: Lex GP-1 Trust, a Delaware statutory trust, its general partner

By: /s/ T. Wilson Eglin

      Name:   T. Wilson Eglin     

      Title:     President

NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership

By: LMLP GP, a Delaware limited partnership, its general partner

By: /s/ T. Wilson Eglin

      Name:   T. Wilson Eglin     

      Title:     President

The undersigned LMLP Sale Affiliates, severally and solely with respect to the Sold Asset or Sold Assets set forth opposite their respective name on Schedule 1 hereto, agree to sell such Sold Asset or Sold Asset subject to and in accordance with the terms and conditions of this Agreement:

Lexington Tennessee Holdings L.P.

By: Lex GP-1 Trust, its general partner

By: /s/ T. Wilson Eglin                                                      
           Name:  T. Wilson Eglin
           Title:     President

LSAC Operating Partnership L.P.

By: LSAC General Partner LLC

By: /s/ T. Wilson Eglin                                                      
           Name:  T. Wilson Eglin
           Title:     President

Lexington Contributions, Inc.

By: /s/ T. Wilson Eglin                                                      

           Name:  T. Wilson Eglin
           Title:     President

Lexington TIC OK Holdings L.P.

By: Lexington TIC OK LLC, its general partner

By: /s/ T. Wilson Eglin                                                      
           Name:  T. Wilson Eglin
           Title:     President

Texan Christensen Limited Partnership

By: Lexington BHI Trust, its general partner

By: /s/ T. Wilson Eglin                                                      
           Name:   T. Wilson Eglin
           Title:      President

Texan Training Limited Partnership

By: Lexington BHI Trust, its general partner

By: /s/ T. Wilson Eglin                                                      
           Name:  T. Wilson Eglin
           Title:     President

Texan Petrolite Limited Partnership

By: Lexington BHI Trust, its general partner

By: /s/ T. Wilson Eglin                                                      
           Name:   T. Wilson Eglin
           Title:      President

Triple Net Investment Company LLC

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Net 3 Acquisition L.P.

By: Lex GP-1 Trust, its general partner

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Lepercq Corporate Income Fund L.P.

By: Lex GP-1 Trust, its general partner

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Lexington Elizabethtown 750 Corp.

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Lexington Elizabethtown 730 Corp.

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Lexington Dry Ridge Corp.

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Lexington Hopkinsville Corp.

By: /s/ T. Wilson Eglin                                                      

Name:   T. Wilson Eglin

Title:      President

Lexington Owensboro Corp.

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Lexington Acquiport Company II, LLC

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Union Hills Associates

By: Union Hills Associates II, its managing general partner

By: Lexington Realty Trust, its managing general partner

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Lexington Foxboro I LLC

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Westport View Corporate Center L.P.

By: Lexington Westport LLC, its general partner

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Lexington Realty Trust

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       Chief Executive Officer

Lexington Realty Advisors, Inc.

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

LXP I, L.P.

By: LXP I Trust, its general partner

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

North Tampa Associates

By: Lexington Realty Trust, its managing general partner

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Lexington Texas Holdings L.P.

By; Lexington Texas Holdings Manager LLC, its general partner

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

Lepercq Corporate Income Fund II L.P.

By: Lex GP-1 Trust, its general partner

By: /s/ T. Wilson Eglin                                                      

Name:    T. Wilson Eglin

Title:       President

SCHEDULE 1

Property
Type	Primary Tenant	Address	Net Prorations and Adjustments (See Attached)	Purchase Price	Loans	Sold Assets	Owner	GP/Manager Entity	LMLP Sale Affiliate
Fee interest	Advance PCS, Inc.	2401 Cherahala Boulevard, Knoxville, Tennessee			$5,054,329.68	100% membership interest in Lexington Knoxville Manager LLC	Lexington Knoxville LLC	Lexington Knoxville Manager LLC	Lexington Tennessee Holdings L.P.
Fee interest	American Golf Corporation	11411 N. Kelly Avenue, Oklahoma City, Oklahoma			--	100% membership interest in LSAC Oklahoma City Manager LLC and 100 limited partnership interest in LSAC Oklahoma L.P.	LSAC Oklahoma City L.P.	LSAC Oklahoma Manager LLC	LSAC Operating Partnership L.P.
Leasehold interest	ASML Lithography Holding NV	8555 South River Parkway, Tempe, Arizona			$13,415,219.10	100% membership interest in Lexington Tempe Manager LLC and 100% limited partnership interest in Lexington Tempe L.P.	Lexington Tempe L.P.	Lexington Tempe Manager LLC	Lexington Contributions, Inc.

40% tenancy-in-common interest	AT&T Wireless Services, Inc.	3201 Quail Springs Parkway, Oklahoma City, Oklahoma	$14,748,872.00	100% membership interest in Lexington Oklahoma City Manager LLC and 100% limited partnership interest in Lexington Oklahoma City L.P.	Lexington Oklahoma City L.P.	Lexington Oklahoma City Manager LLC	Lexington TIC OK Holdings L.P.
Fee interest	Baker Hughes, Inc.	9110 Grogans Mill Road, Houston, Texas	$23,650,170.60	Fee interest	Texan Christensen Limited Partnership		Texan Christensen Limited Partnership
Fee interest	Baker Hughes, Inc.	2529 West Thorne Drive, Houston, Texas	$7,217,561.16	Fee interest	Texan Training Limited Partnership		Texan Training Limited Partnership
Fee interest	Baker Hughes, Inc.	12645 West Airport Road, Sugarland, Texas	$16,371,694.47	Fee interest	Texan Petrolite Limited Partnership		Texan Petrolite Limited Partnership
Fee interest	Bay Valley Foods, LLC	2935 Van Vactor Way, Plymouth, Indiana	$6,609,133.18	100% membership interest in LSAC Plymouth Manager LLC and 100% limited partnership interest in LSAC Plymouth L.P.	LSAC Plymouth L.P.	LSAC Plymouth Manager LLC	LSAC Operating Partnership L.P.
Fee interest	CAE Simuflite, Inc. (CAE Inc.)	29 South Jefferson Road, Hanover, New Jersey	$16,719,188.84	100% membership interest in LSAC Morris County	LSAC Morris County L.P.	LSAC Morris County L.P.	LSAC Operating Partnership L.P.

				Manager LLC and 99.9% limited partnership interest in LSAC Morris County L.P.
Fee interest	Corning, Inc.	736 Addison Road, Erwin, New York	$9,357,883.09	100% membership interest in Lexington TNI Erwin Manager LLC and 100% limited partnership interest in Lexington TNI Erwin L.P.	Lexington TNI Erwin L.P.	Lexington TNI Erwin Manager LLC	Triple Net Investment Company LLC
Fee interest	Cox Communications, Inc.	1440 East 15th Street, Tucson, Arizona	$2,275,658.74	100% membership interest in Net 2 Cox LLC	Net 2 Cox LLC		Net 3 Acquisition  L.P.
Fee interest	Dana Corporation	6938 Elm Valley Drive, Kalamazoo, Michigan	$17,340,367.78	100% membership interest in Lexington Kalamazoo Manager LLC and 100% limited partnership interest in Lexington Kalamazoo L.P.	Lexington Kalamazoo L.P.	Lexington Kalamazoo Manager LLC	Lepercq Corporate Income Fund L.P.
Leasehold interest	Dana Corporation	730 North Black Branch Road, Elizabethtown, Kentucky	$4,694,433.14	100% interest in to be formed SP Subsidiary	To be formed SP Subsidiary		Lexington Elizabethtown 730 Corp.
Leasehold	Dana	750 North Black	$24,923,414.82	100% interest in	To be		Lexington

interest	Corporation	Branch Road, Elizabethtown, Kentucky		to be formed SP Subsidiary	formed SP Subsidiary		Elizabethtown 750 Corp.
Leasehold interest	Dana Corporation	10000 Business Boulevard, Dry Ridge, Kentucky	$11,805,918.47	100% interest in to be formed SP Subsidiary	To be formed SP Subsidiary		Lexington Dry Ridge Corp.
Leasehold interest	Dana Corporation	301 Bill Byran Boulevard, Hopkinsville, Kentucky	$14,603,212.19	100% interest in to be formed SP Subsidiary	To be formed SP Subsidiary		Lexington Hopkinsville Corp.
Leasehold interest	Dana Corporation	4010 Airpark Drive, Owensboro, Kentucky	$10,558,679.56	100% interest in to be formed SP Subsidiary hold interest	To be formed SP Subsidiary		Lexington Owensboro Corp.
Fee interest	EDS Information Services, LLC (Electronic Data Systems Corporation)	3600 Army Post Road, Des Moines, Iowa	$22,761,297.00	100% membership interest in Lexington TNI Des Moines Manager LLC and 100% limited partnership interest in Lexington TNI Des Moines L.P.	Lexington TNI Des Moines L.P.	Lexington TNI Des Moines Manager LLC	Triple Net Investment Company LLC
Fee interest	Georgia Power Company	2500 Patrick Henry Parkway, McDonough, Georgia	$12,675,000.00	100% membership interest in Acquiport McDonough Manager LLC and 100% limited partnership interest in Acquiport McDonough L.P.	Acquiport McDonough L.P.	Acquiport McDonough Manager LLC	Lexington Acquiport Company II, LLC

Fee interest (excluding the Released Parcel)	Honeywell, Inc.	19019 N. 59th Avenue, Glendale, Arizona	$14,149,680.39	100% interest in Lexington Manager Glendale LLC	Lexington Glendale LLC	Lexington Glendale Manager LLC	Union Hills Associates
Fee interest	(i)Structure, LLC (Infocrossing, Inc.)	11707 Miracle Hills Drive, Omaha, Nebraska	$8,850,197.37	100% membership interest in LSAC Omaha Manager LLC and 100% limited partnership interest in LSAC Omaha L.P.	LSAC Omaha L.P.	LSAC Omaha Manager LLC	LSAC Operating Partnership L.P.
Leasehold interest	(i)Structure, LLC (Infocrossing, Inc.)	2005 East Technology Circle, Tempe, Arizona	$8,358,519.58	100% membership interest in LSAC Tempe Manager LLC and 100% limited partnership interest in LSAC Tempe L.P.	LSAC Tempe L.P.	LSAC Tempe Manager LLC	LSAC Operating Partnership L.P.
Fee interest	Ivensys Systems, Inc. (Siebe, Inc.)	70 Mechanic Street, Foxboro, Massachusetts	$14,090,991.79	Fee interest	Lexington Foxboro I LLC		Lexington Foxboro I LLC
Fee interest	Kelsey Hayes Company (TRW Automotive)	1200 & 12025 Tech Center Drive, Livonia, Michigan	$10,520,436.70	100% interest in Lexington Livonia L.L.C.	Lexington Livonia L.L.C.	Lexington Livonia L.L.C.	Lepercq Corporate Income Fund L.P.
Fee interest	Kelsey-Seybold Clinic (St. Lukes Episcopal Health System)	11555 University Boulevard, Houston, Texas	$9,788,652.45	100% membership interest in Lexington Sugarland Manager LLC and 100% limited partnership	Lexington Sugarland L.P.	Lexington Sugarland Manager LLC	Westport View Corporate Center L.P.

				interest in Lexington Sugarland L.P.
Fee interest (currently under contract)	Litton Loan Servicing L.P. (Credit-Based Asset Servicing and Securitization LLC)	3500 North Loop Court, McDonough, Georgia	--	100% membership interest in NLSAF McDonough Manager LLC and 100% limited partnership interest in NLSAF McDonough L.P.	NLSAF McDonough L.P.	NLSAF McDonough Manager LLC	Lexington Realty Trust
Fee interest	Montgomery County Management, LLC	17191 St. Lukes Way, Woodlands, Texas	$7,500,000.00	100% membership interest in LSAC Woodlands Manager LLC and 100% limited partnership interest in LSAC Woodlands L.P.	LSAC Woodlands L.P.	LSAC Woodlands L.P.	LSAC Operating Partnership L.P.
Fee interest	Nextel of Texas	1600 Eberhardt Road, Temple, Texas	$8,799,283.19	100% membership interest in a to be formed SP Subsidiary and 99% limited partnership interest in Lexington Temple L.P.	Lexington Temple L.P.	To be formed SP Subsidiary	Lexington Realty Trust
Fee interest	Nextel West Corporation	6455 State Highway 303 N.E., Bremerton, Washington	$6,503,818.18	100% membership interest in Lexington Bremerton Manager LLC	Lexington Bremerton LLC	Lexington Bremerton Manager LLC	Lexington Realty Trust

Fee interest	Northrop Grumman Systems Corp.	3943 Denny Avenue, Pascagoula, Mississippi	--	100% membership interest in LSAC Pascagoula Manager LLC and 100% limited partnership interest in LSAC Pascagoula L.P.	LSAC Pascagoula L.P.	LSAC Pascagoula Manager LLC	LSAC Operating Partnership L.P.
Fee interest	Omnipoint Holdings, Inc. (T-Mobile USA, Inc.)	133 First Park Drive, Oakland, Maine	$10,270,681.91	100% membership interest in Acquiport Oakland Manager LLC and 100% limited partnership interest in Acquiport Oakland L.P.	Acquiport Oakland L.P.	Acquiport Oakland Manager LLC	Lexington Acquiport Company II, LLC
Fee interest	Owens Corning	590 Ecology Lane, Chester, South Carolina	$13,197,624.67	100% interest in a to be formed SP Subsidiary and 100% interest in Lexington Chester Industrial LLC	Lexington Chester Industrial LLC	To be formed SP Subsidiary	Lexington Realty Trust
Fee interest	Owens Corning	1901 49th Avenue, Minneapolis, Minnesota	--	100% membership interest in Lexington Minneapolis L.L.C.	Lexington Minneapolis L.L.C.		Lepercq Corporate Income Fund L.P.
Fee interest	Parkway Chevrolet, Inc.	25500 SH 249, Tomball, Texas	$9,344,673.76	100% membership interest in LSAC Tomball Manager LLC and 100% limited	LSAC Tomball L.P.	LSAC Tomball Manager LLC	LSAC Operating Partnership L.P.

				partnership interest in LSAC Tomball L.P.
Fee interest	Seimens Dematic Postal Automation	1404-1501 Nolan Ryan Parkway, Arlington, Texas	$21,010,306.55	100% membership interest in Lexington Arlington Manager LLC and 99.5% limited partnership interest in Lexington Arlington L.P.	Lexington Arlington L.P.	Lexington Arlington Manager LLC	Lexington Acquiport Company II, LLC
Fee interest	Silver Spring Gardens, Inc. (Huntsinger Farms, Inc.)	2424 Alpine Road, Eau Claire, Wisconsin	--	100% membership interest in LSAC Eau Claire Manager LLC and 100% limited partnership interest in LSAC Eau Claire L.P.	LSAC Eau Claire L.P.	LSAC Eau Claire Manager LLC	LSAC Operating Partnership L.P.
Fee interest	SKF USA Inc.	324 Industrial Park Road, Franklin, North Carolina	$1,508,477.25	Fee interest	Lexington Realty Trust		Lexington Realty Trust
Fee interest	Sygma Network, Inc. (Sysco Corporation)	3600 Southgate Drive, Danville, Illinois	$6,217,205.68	100% membership interest in Lexington Danville LLC	Lexington Danville LLC		Lexington Realty Advisors, Inc.
Fee interest	Tenneco Automotive Operation Company (Tenneco	904 Industrial Road, Marshall, Michigan	--	Fee interest	LXP I, L.P.		LXP I, L.P.

	Automotive Inc.)
Leasehold interest	TI Group Automotive Systems, LLC (TI Automotive LTD)	359 Gateway Drive, Livonia, Georgia	$9,781,993.46	100% membership interest in Lexington Livonia TI Manager LLC and 100% limited partnership interest in Lexington Livonia TI L.P.	Lexington Livonia TI L.P.	Lexington Livonia TI Manager LLC	LSAC Operating Partnership L.P.
Fee interest	Time Customer Service, Inc. (Time, Inc.)	10419 North 30th Street, Tampa, Florida	$7,978,117.35	Fee interest	North Tampa Associates		North Tampa Associates
Fee interest	TRW, Inc. (Experian Information Solutions, Inc.)	601 & 701 Experian Parkway, Allen, Texas	$30,582,338.00	100% membership interest in Lexington Allen Manager LLC and 100% limited partnership interest in Lexington Allen L.P.	Lexington Allen L.P.	Lexington Allen Manager LLC	Lexington Texas Holdings L.P.
Fee interest	Unisource Worldwide, Inc.	109 Stevens Street, Jacksonville, Florida	--	Fee interest	Lepercq Corporate Income Fund L.P.		Lepercq Corporate Income Fund II L.P.
Fee interest	Voicestream PCS I (T-Mobile USA, Inc.)	2999 S.W. 6th Street, Redmond, Oregon	$9,654,317.77	100% membership interest in Lexington Redmond Manager LLC	Lexington Redmond LLC	Lexington Redmond Manager LLC	Lepercq Corporate Income Fund II L.P.
Fee interest	Voicestream PCS II (T-Mobile USA, Inc.)	9601 Renner Boulevard,	$10,141,927.70	100% membership	Acquiport Lenexa	Acquiport Lenexa	Lexington Acquiport

	USA, Inc.)	Lenexa, Kansas		interest in Acquiport Lenexa Manager LLC	LLC	Manager LLC	Company II, LLC
Fee interest	Voicestream PCS II (T-Mobile USA, Inc.)	3265 East Goldstone Drive, Meridian, Idaho	$10,079,315.38	100% membership interest in Acquiport Meridian Manager LLC	Acquiport Meridian LLC	Acquiport Meridian Manager LLC	Lexington Acquiport Company II, LLC
Fee interest	Voicestream PCS II (T-Mobile USA, Inc.)	3711 San Gabrial, Mission, Texas	$6,282,487.42	100% membership interest in Lexington Mission Manager LLC and 99.5% limited partnership interest in Lexington Mission L.P.	Lexington Mission L.P.	Lexington Mission Manager LLC	Triple Net Investment Company LLC

SCHEDULE 2

Lease, dated as of September 27, 2000, between Texan Christensen Limited Partnership and Baker Hughes Incorporated, as amended

Lease, dated as of September 27, 2000, between Texan Training Limited Partnership and Baker Hughes Incorporated, as amended

Lease Agreement, dated June 30, 2005, between Lexington Hopkinsville Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington Owensboro Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington Dry Ridge Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington 750 Elizabethtown Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington 730 Elizabethtown Corp. and Dana Corporation, as amended

Lease Agreement, date d as of March 14, 2003, between LSAC Plymouth L.P. (as successor to Van Vactor LLC by assignment and Bay Valley Foods, LLC (as successor by assignment to Dean Specialty Foods Group, LLC by assignment), as amended and assigned

Honeywell Lease

Lease Agreement, dated November 30, 2005, between LSAC Omaha L.P. and (i)Structure, LLC, as amended

Lease Agreement, dated December 29, 2005, between LSAC Tempe L.P. and (i)Structure, LLC, as amended

Nextel Communications Standard Office Lease Agreement, dated January 30, 2001, between Nextel West Corp. and Lexington Bremerton LLC (as successor to NBS Bremerton, L.L.C. by assignment), as amended and assigned

Office Lease Agreement, dated as of July 13, 2004, between Lexington Sugarland L.P. (as successor to TDC KS, L.P. by assignment) and KS Management Services, LP, as amended and assigned

Agreement of Sublease, dated as of October 1, 2004, between Lexington Livonia TI L.P. (as successor to TC Hart County, LLC by assignment) and TI Group Automotive Systems, LLC, as amended and assigned

Lease Agreement, dated as of December 15, 2003, between Acquiport Meridian LLC (as successor to HP Boise, LLC by assignment) and Voicestream PCS Holding, LLC, as amended and assigned

Lease Agreement, dated as of March 30, 2004, between Acquiport Lenexa LLC (as successor to HP Kansas City, LLC by assignment) and Voicestream PCS II Corporation, as amended and assigned

Lease Agreement, dated as of December 27, 2004, between Acquiport Oakland L.P. (as successor to HP Maine, LLC by assignment) and Omnipoint Holdings, Inc., as amended and assigned

Lease Agreement, dated as of August 5, 2007, between Lexington Redmond LLC (as successor to HP Redmond, LLC by assignment) and Voicestream PCS I LLC, as amended and assigned

Lease Agreement, dated as of June 2, 2003, between Lexington Mission L.P. (as successor to CentraTek L.P. by assignment) and T-Mobile West Corporation, as amended and assigned

Lease Agreement, dated September 28, 1990, between Net 2 Cox (as successor to Net 2 L.P. by assignment) and CoxCom, Inc. (as successor to Robin Cable Systems of Tucson by assignment), as amended and assigned

Lease Agreement, dated as of October 26, 2001, between Lexington Kalamazoo L.P. (as successor to Danacq Kalamazoo LLC by assignment) and Dana Corporation, as amended and assigned

Nextel Communications Standard Office Lease Agreement, dated as of  , between Nextel of Texas Inc. and Lexington Temple L.P. (as successor to NBS Temple, L.L.C. by assignment), as amended and assigned

SCHEDULE 2.5

ORGANIZATIONAL CHART

[Attached]

SCHEDULE 2.8

RENT ROLL

[Attached]

SCHEDULE 4.2

PERMITTED EXCEPTIONS

Advance PCS, Inc. - 2401 Cherahala Boulevard, Knoxville, Tennessee

1.           Taxes for the year 2007, a lien, but not yet due or payable, and all taxes forsubsequent years. (See 7)

2.           Matters depicted or disclosed by survey of David E. Taylor, Jr., RLS NO. 1950,dated July 19, 2002, and being also shown on Final Plat of Resubdivision of Lots6 and 7 in Instrument No. 200010190027464, in the Knox County Register’s Office. (See 8)

3.           Covenants and restrictions recorded in Deed Book 2304, page 492, as amended byFirst Amendment dated February 21, 2001, and recorded as Instrument No.200104050067156, both in the office of the Knox County Register of Deeds, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familiar status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. (See 9)

4.           Grant of Transmission Line Easement of record in Deed Book 2305, page 991,and Deed Book 2276, page 534, in the Knox County Register’s Office. (See 10)

American Golf Corporation - 11411 N. Kelly Avenue, Oklahoma City, Oklahoma

1. All taxes not yet due and payable.

2. All interest in and to all oil, gas, coal, metallic ores or other minerals in and underlying the land, together with all rights, privileges, and estates relating thereto.

3. Section line road easement created under Title 43 USC Section 1095.

4. Easement in favor of Oklahoma Gas and Electric Company recorded in Book 6116, page 474.

5. Easement in favor of Mid-Continent Pipe Line Company recorded in Book 6124, page 1739.

6. Easement in favor of John A. Henry & Co., Ltd., a Texas limited partnership and Walter C. Wilson and Nancy N. Wilson recorded in Book 6300, page 1584.

7. Right-of-Way in favor of Oklahoma Natural Gas Company, a division of ONEOK, Inc., recorded in Book 6199, page 33.

8. Right-of-Way in favor of Champlin Refining Company recorded in Book 182, page 429, as modified by Partial release of Right-of-Way recorded in Book 5993, page 122 and in Book 5991, page 1347, subject to Non-Exclusive Assignment of Easement in favor of Williams Pipe Line Company recorded in Book 5219, page 435, as modified by Partial Release and Right-of-Way Agreement recorded in Book 6379, page 581.

9. Right-of-Way in favor of Peppers Refining Company recorded in Book 1659, page 507.

10. Right-of-Way in favor of Peppers Refining Company recorded in Book 1659, page 500 and in Book 2384, page 68, as modified by Partial Release of Pipe Line Right-of-Way Easement recorded in Book 2653, page 658, subject to Non-Exclusive Assignment of Easement in favor of Williams Pipe Line Company recorded in Book 5219, page 435.

11. Right-of-Way Contract in favor of Standish Pipe Line Company recorded in Book 3937, page 1009.

12. Right-of-Way in favor of Standish Pipe Line Company recorded in Book 518, page 356, as modified by Partial Release of Right-of-Way Contract recorded in Book 2654, page 411.

13. Report of Commissioners in Case No. 170833 in the District Court of Oklahoma County, State of Oklahoma, recorded in Book 3321, page 654 and in Book 3371, page 70, as modified by Release of Temporary Easement recorded in Book 3933, page 556.

14. Easement in favor of The City of Oklahoma City, recorded in Book 4438, page 688.

15. Easement in favor of Oklahoma Gas and Electric Company recorded in Book 5010, page 1761.

16. Reservation relating to replacement of fence set forth in Warranty Deed recorded in Book 6066, page 1024.

17. Terms and conditions of Right-of-Way Contract recorded in Book 6214, page 2132, granted as appurtenant to the subject premises.

18. Declaration of Restrictive Covenants filed November 9, 1989, recorded in Book 5979, page 84, as modified by Corrected Declaration of Restrictive Covenants recorded in Book 6070, page 105, which constitutes a benefit to the subject premises.

19. Unrecorded Lease Agreement dated September 8, 1995, between 0-Sports Golf Development I Limited Partnership, an Oklahoma limited partnership, lessor and American Golf Corporation, a California corporation, lessee and Memorandum of Lease filed October 25, 1995, recorded in Book 6808, page 1196 and Subordination, Nondisturbance and Attornment Agreement and Third Amendment by and between The Ohio National Life Insurance Company, an Ohio corporation, as lender, American Golf Corporation, a California corporation, as tenant and 0-Sports Golf Development I Limited Partnership, an Oklahoma limited partnership, as landlord, filed April 30, 1996, recorded in Book 6887, page 907.

ASML Lithography Holding NV - 8555 South River Parkway, Tempe, Arizona

1. The liabilities, obligations and burdens imposed upon said land by reason of inclusion within the Salt River Project Agricultural Improvement and Power District and Agricultural Improvement Districts.

2. Taxes and assessments collectible by the County Treasurer, a lien not yet due and payable for the year 2007.

3. Easements as shown on the plat of "Map of Dedication-Arizona State University Research Park” recorded in Book 275 of Maps, page 26.

4. Unrecorded Lease under the terms and conditions of Lease made by:

Lessor The Board of Regents, acting for and on behalf of Arizona State University

Lessee Arizona State University Research Park, Inc., an Arizona non-profit corporation, formerly know as Price-Elliot Research Park, Inc., an Arizona non-profit corporation

Dated October 08, 1984

Term 99 years

As disclosed by Memorandum of Lease

Recorded  July 29, 1987

Document No, 87-479960

And thereafter amended in an unrecorded First amendment to Ground Lease, a memorandum of which recorded in Document No. 91-351641, in an unrecorded Second Amendment to Ground Lease, a memorandum of which recorded in Document No. 93-33412, in an unrecorded Third Amendment to Ground Lease, a memorandum of which recorded in Document No. 95-802147, and in an unrecorded Fourth Amendment to Ground Lease, a memorandum of which recorded in Document No. 97-913460, and in an unrecorded Fourth (sic) Amendment to Ground Lease, a memorandum of which recorded in Document No. 02-492441, and in an unrecorded Sixth Amendment to Ground Lease, a memorandum of which recorded in Document No. 06-1620928.

5. Unrecorded Covenants, Conditions, Restrictions and other matters omitting, if any, restrictions based on race, color, religion, sex, handicap, familial status or national origin attached as Exhibit F to the lease referred to in Schedule A, made by the Arizona board of Regents for and on behalf of Arizona State University.

And a Declaration of Height Limitations which recorded in Document No. 96-774295.

6. Terms, Covenants and Provisions of a “Tri-Party Agreement" recorded in Document No. 97-740911.

7. Covenant and Agreement in favor of the City of Tempe recorded in Document No. 97-906170, which among other things provides for an unobstructed yard, 60 feet in width.

8. Easement and rights incident thereto, as set forth in instrument:

Recorded in Document No.                       98-253045

Purpose                                                    electric lines and facilities

9. Easement and rights incident thereto, as set forth in instrument:

Recorded in Document No.                      98-423144

Purpose                                                    water lines and fire hydrants

10. Easement and rights incident thereto, as set forth in instrument:

Recorded in Document No.                       98-520687

Purpose                                                     nitrogen gas line and facilities

And thereafter a supplemental easement recorded in Document No. 98-916245.

11. Unrecorded lease, under the terms and conditions of Lease made by:

Lessor                              Ryan Companies US, Inc., a Minnesota corporation

Lessee                              AS Lithography, Inc., a Delaware corporation

Dated                               August 15, 1997

As disclosed by                Memorandum of Lease Agreement

Recorded                         July 17, 1999

Document No.                  99-705420

And thereafter amended in unrecorded Letter Agreement dated August 15, 1997 and in July 01, 1998 in an unrecorded First Amendment to Lease dated January 06, 2000, and the interest of the

lessor was assigned to Lexington Tempe L.P., a Delaware limited partnership, all as disclosed by Absolute Assignment of Lease and Assumption Agreement (ASML SUBLEASE) recorded April 15, 2005 in Document No. 05-487972.

12. Easement and rights incident thereto, as set forth in instrument:

Recorded Document No.                          02-578728

Purpose                                                    electric lines and facilities

13. Terms, Covenants and Provisions of an “Encroachment Permit” recorded in Document No. 03- 1164016, which among other things, provides for a sign in the street right-of-way.

14. Terms, Covenants and Provision of a "Recognition, Nondisturbance and Attornment Agreement" recorded in Document No. 05-487973.

15. Terms and Conditions contained in "Memorandum of Payment of Refunding Bonds" which provides for public notice and the management, maintenance, modification and repair of improvements.

16.   Easement and rights incident thereto, as set forth in instrument:

Recorded in Document No.                        06-1133283

Purpose                                                     water line and fire hydrants

17. Deed of Trust:

Amount: $13,647,900.00

Dated: April 13, 2005

Recorded: April 15, 2005

Document No: 05-487974

Trustor: Lexington Tempe, L.P.

Trustee: Chicago Title Insurance Company

Beneficiary: JP Morgan Chae Bank, N.A.

18. Financing Statement:

Debtor: Lexington Tempe, L.P.

Secured Party: JP Morgan Chase Bank, N.A.

Recorded: April 15, 2005

Document No: 05-487975

AT&T Wireless Services, Inc. - 3201 Quail Springs Parkway, Oklahoma City, Oklahoma

1.           Fees, taxes and assessments made by any taxing authority for the year 2007 which

  are not yet ascertainable, due or payable, and all subsequent years.

2.           Easement in favor of the City of Oklahoma City, a municipal corporation,recorded in Book 5456, page 1762. (6)

3.           Easement in favor of the City of Oklahoma City, a municipal corporation,recorded in Book 5851, page 687. (7)

4.           Easement in favor of The City of Oklahoma City (“City”) and any trust of whichthe City is sole beneficiary, recorded in Book 7458, page 1747, as modified by thePartial Release of Easement recorded in Book 8005, page 524. (8)

5.           Permanent Easement in favor of the City of Oklahoma City, a municipalcorporation, recorded in Book 7649, page 1718. (9)

6.           Permanent Easement in favor of the City of Oklahoma City, a municipalcorporation, recorded in Book 7649, page 1723. (10)

7.           Easement in favor of The City of Oklahoma City (“City”) and any trust of whichthe City is sole beneficiary, recorded in Book 7970, page 265. (11)

8.           Easement in favor of Oklahoma Gas and Electric Company recorded in Book7875, page 648. (12)

9.           Easement in favor of Oklahoma Gas and Electric Company recorded in Book8038, page 600. (13)

10.         Covenants, conditions, restrictions, reservations, easements and liens forassessments set forth in the Declaration of Protective Covenants Quail SpringsOffice Park recorded in Book 4997, page 999, Amendment to Declaration ofProtective Covenants Quail Springs Office Park recorded in Book 5230, page 44 and Second Amendment to Declaration of Protective Covenants Quail Springs Office Park recorded in Book 7269, page 735. (14)

11.       Mortgage, Assignment of Leases and Rents, Security Agreement and Financing

Statement executed by Lexington Oklahoma City L.P. (“Lexington”) and LXP LCI LLC in favor of JPMorgan Chase Bank, N.A. (“JPMorgan”), dated April 13, 2005, filed April 28, 2005 and recorded in Book 9690, page 1010, as modified by Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement executed by Lexington and 7^th STREET Inc., d/b/a Sheldon Cole Enterprises, dated May 23, 2005, filed June 2, 2005, recorded in Book 9729, page 1335, as assigned to LaSalle Bank National Association, as trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Though Certificates, Series 2005-CIBC12 by the Assignment of Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement filed December 15, 2005, recorded in Book 9955, page 190. (B I 6)

12. UCC Financing Statement filed April 28, 2005, recorded in Book 9690, page 1179, wherein Lexington Oklahoma City L.P. and LXP LCI LLC are debtors and JPMorgan Chase Bank, N.A., is secured party. UCC Financing Statement Amendment filed December 15, 2005, recorded in Book 9955, page 209, being an assignment to LaSalle Bank National Association, as trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Though Certificates, Series 2005-CIBC12. (B I 7(a))

13.       UCC Financing Statement filed June 2, 2005, recorded in Book 9729, page

1368, wherein Lexington Oklahoma City L.P. and 7^th STREET, Inc. d/b/a Sheldon Cole Enterprises are debtors and JPMorgan Chase Bank, N.A., is secured party. UCC Financing Statement Amendment filed December 15, 2005, recorded in Book 9955, page 206, being an assignment to LaSalle Bank National Association, as trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Though Certificates, Series 2005-CIBC12. (B I 7(b))

Baker Hughes, Inc. - 9110 Grogans Mill Road, Houston, Texas

Baker Hughes, Inc. - 2529 West Thorne Drive, Houston, Texas

Baker Hughes, Inc. - 12645 West Airport Road, Sugarland, Texas

Bay Valley Foods, LLC - 2935 Van Vactor Way, Plymouth, Indiana

1.   Mortgage, Security Agreement and Fixture Filing for $6,675,000.00 from LSAC Plymouth L.P., a Delaware limited partnership to LaSalle Bank National Association dated August 10, 2006, recorded August 11, 2006, as Instrument No. 200605893, Recorder's Office, Marshall County, Indiana. Assignment of Mortgage, Security Agreement and Fixture Filing and Assignment of Assignment of Leases and Rent, from LaSalle Bank National Association to Wells Fargo Bank, N.A., recorded April 23, 2007, as Instrument #200702471, Recorder's Office, Marshall County, Indiana.

2.   Assignment of Leases and Rents from LSAC Plymouth L.P., Q Delaware limited partnership to LaSalle Bank National Association dated August 10, 2006, recorded with the Registry of Deeds for Marshall County on August 11, 2006, as Instrument No. 200605894. Assignment of Mortgage, Security Agreement and Fixture Filing and Assignment of Assignment of Leases and Rent, from LaSalle Bank National Association to Wells Fargo Bank, N.A., recorded April 23, 2007, as Instrument #200702471, Recorder's Office, Marshall County, Indiana.

3.   UCC Financing Statement listing LSAC Plymouth L.P., a Delaware limited partnership, as debtor, and LaSalle Bank National Association, as secured party, recorded with the Registry of Deeds for Marshall County on August 11, 2006, as Instrument No. U20060121, and for the Secretary of the State of Indiana. ASSIGNED, by Amendment of UCC Financing Statement recorded April 23, 2007, as Instrument #U20070031, Recorder's Office, Marshall County, Indiana.

4.   Taxes for 2006 due and payable 2007, a lien, but not yet due and payable and taxes for all subsequent years, which are not yet a lien.(6)

5.   Final plat and restrictions recorded September 14, 2001, as Instrument #200107472, Recorder's Office, Marshall County, Indiana.(8)

6.   Lease as evidenced by Subordination, Non-Disturbance and Attornment Agreement between Bay Valley Foods, LLC, a Delaware limited liability company (as Tenant) and LaSalle Bank National Association, a national banking association, (as Lender), dated August 10, 2006, recorded August 11, 2006, as Instrument #200605896, Recorder's Office, Marshall County, Indiana.(12)

CAE Simuflite, Inc. (CAE Inc.) - 29 South Jefferson Road, Hanover, New Jersey

1. Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement made by LSAC Morris County, L.P. to Mortgage Electric Registration Systems, Inc., dated November 15, 2006, recorded November 15, 2006, in Mortgage Book 20669, page 688.  Secures:  $16,900,000.00 (Sixteen Million Nine Hundred Thousand and 00/100).(4)

(a) Corrective Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement dated November 14, 2006, recorded January 2, 2007 in Mortgage Book 20703, page 457.

(b) County UCC Financing Statement vs. LSAC Morris County, L.P. recorded November 15, 2006 in Book 20669, page 733.

(c) County UCC Financing Statement vs. LSAC Morris County L.P., recorded November 15, 2006 in Book 20669, page 738.

2. Subject to 75 foot setback line as shown on map entitled “Subdivision of Property of Richard W. McEwan, Jr.” and filed with the Morris County Clerk’s Office as Map No. 2448.(9)

3. Subject to Easement Agreement in Deed Book 6161, page 43.(11)

4. Subject to Developers Agreement as set forth in Deed Book 6476, page 162.(13)

5. Subject to rights of tenants, as tenants only, under lease recorded or unrecorded as evidence by but not limited to the following: (14)

(a) Lease by and between HP Whippany, LLCV and CAE Simuflite Inc. as evidenced by Memorandum of Lease recorded in the Morris County Clerk’s Office on October 18, 2005 in Deed Book 6458, page 209 and as affected by Subordination, Non-Disturbance and Attornment Agreement recorded in the Morris County Clerk’s Office on November 15, 2006 in Book 20669, page 717.

(b) Assignment of Assumption of Lease and Guaranty Agreement by and between HP Whippany, LLC and LSAC Morris County, L.P. recorded November 15, 2006 in Book 20669, page 710.

Corning, Inc. - 736 Addison Road, Erwin, New York

1. Grant from Samuel Miles to New York Central Electric Corporation recorded September 17, 1925 in Liber 396 cp 57. (noted on survey herein).

2. Grant from Samuel Miles to New York Central Electric Corporation recorded May 11, 1926 in Liber 397 cp 115. (noted on survey herein).

3. Gas Pipeline Easement from Ambrose E. Scudder (et al) to Corning Natural Gas Corporation recorded August 13, 1957 in Liber 729 cp 62. (noted on survey herein).

4. Grant from Phillip W. Scudder (et al) to New York Telephone Company recorded September 29, 1960 in Liber 781 cp 537. (noted on survey herein).

5. New York State Department of Environmental Conservation Easement, Map No. 2 Parcel 9 acquired under Notice of Appropriation recorded November 8, 1976 in Liber 969 cp 1086, reference to filed Map No. 4911. (noted on survey herein).

6. Thirty-foot Sewer Easement as shown on Map No. 10113. (noted on survey herein).

7. Easement from 736 Addison Road LLC to New York State Electric & Gas Corporation dated 03-20-06 and recorded 05-04-06 in Liber 2015 cp 224.

8. Easement from 736 Addison Road, LLC to Time Warner Cable dated May 22, 2006 and recorded June 12, 2006 in Liber 2022 of deeds at page 266.

As to the above items, Policy/Company insures that the building as shown on survey herein last dated May 19, 2006 (Job No. 12781.01) may remain undisturbed

notwithstanding the said easements and agreements.

9. Terms, covenants, conditions, agreements and other matters set forth in Lease Agreement between Corning Property Management Corporation, lessor, and Vandermark Exploration Inc. lessee, (Oil and Gas Lease) dated January 13, 2005 as evidenced by Memorandum recorded January 21, 2005 in Liber 1928 cp 213, as amended by Amendment of Oil and Gas Lease dated as of 10-4-05, evidenced by Memorandum of Amendment of Oil and Gas Lease dated 10-12-05 and recorded 10-17-05 in Liber 1979 cp 182; partially assigned by Liber 2073 cp 124 and Liber 2073 cp 127. (area affected by lease as amended is shown on survey herein made by Weiler Associates last revised May 19, 2006 (Job No. 12781.01).

10. Terms, covenants, conditions, agreements and other matters set forth in unrecorded lease between 736 Addison Road, LLC and Corning Incorporated, dated September 30, 2005, as amended by First Amendment to Lease dated May_, 2006.

11. Absolute Assignment of Leases and Rents between Lexington TNI Erwin L.P. and Transamerica Occidental Life Insurance Company dated September 28, 2006 and recorded in the Steuben County Clerk's Office October 10, 2006 in Liber 2692 cp 312.

12. Subordination, Non-Disturbance and Attornment Agreement between Corning Incorporated and Transamerica Occidental Life Insurance Company dated September 28, 2006 and recorded in the Steuben County Clerk's Office October 10, 2006 in Liber 2692 cp 331.

Cox Communications, Inc. - 1440 East 15^th Street, Tucson, Arizona

1. Taxes which are not yet due nor payable. (1)

2. Water rights, claims or title to water, and agreements, covenants, conditions or rights incidental thereto, whether or not shown in the public records.  (2)

3. Easements, restrictions, reservations, and conditions as set forth on the recorded plat of said subdivision.  (3)

4. Easement and Right of Way between the City of Tucson and Catalina Broadcasting Company dated and recorded on September 4 , 1946 in Records Book 102 and Page 547.  (4)

5. Any private rights or easements on, under and across those portions of the land lying within the road, street or alley as found in a deed recorded in Docket 28, Page 590 in connection with a sale of land between the City of Tucson and Catalina Broadcasting Company.  (5, 6)

6. Right of Way Easement interest granted by Cooke Cablevision of Tucson, Inc. to Tucson Electric Power Company recorded on July 14, 1988 in Docket 28, Page 590.   (7)

7.   Terms and Provision set forth within the Memorandum of Site License Agreement recorded on March 20, 2002 as instrument number in Docket 11760 at Page 1164 of the Records of Pima County, Arizona, between CoxCom, Inc. and Verizon Wireless.  (12)

8. Rights of CoxCom, Inc. in Lease Agreement as referenced in Assignment and Assumption of Lease recorded July 20, 1998 in Docket 10841 at Page 1919.  (11)

9. Non-exclusive easement granted by Net 2 Cox, LLC to the Arizona Board of Regents on behalf of the University of Arizona recorded in Docket 12103, Page 3979.  (13)

8.

Dana Corporation - 6938 Elm Valley Drive, Kalamazoo, Michigan

1.   All taxes not yet due and payable.  (3)

2.   Easement granted to Consumers Energy Company, dated January 12, 1939 and recorded in Liber 378, page 342. (4)

3.   Deed to Consumers Energy Company, dated March 6, 1970 and recorded in Liber 849, page 392 (5)

4.   Easement granted to Consumers Energy Company, dated March 6, 1970 and recorded in Liber 850, page 415.  (6)

5.   Easement Agreement for Water Retention, recorded October 9, 1998 in Liber 2077, page 1092.  (7)

6.   Deed dated November 9, 1995 in Liber 1829, page 1060.  (8)

7.   Watermain Easement from Spicer Heavy Axle and Brake, Inc. to Charter Township of Texas, Kalamazoo County and the City of Kalamazoo, recorded July 1, 1999 as document 1999-029735.  (9)

8.   Easement from Dana Commercial Credit Corporation to Texas Charter Township and the City of Kalamazoo, recorded October 19, 2001 as document 2001-044405.  (10)

9.   Watermain Easement from Kalamazoo Valley Community College Holding Company to Charter Township of Texas, recorded April 29, 2003 as document 2003-029558.  (11)

10.   Rights of the co-owners of Kalamazoo Valley Education and Office Park in the common elements as set forth in the Master Deed recorded August 18, 1998 in Liber 2060, page 836. (12)

11.   Lease between Danacq Kalamazoo LLC as landlord and Dana Corporation as tenant, as evidenced by the Memorandum of Lease recorded November 7, 2001 as document 2001-047401.  (Requirement 6)

12.   Mortgage by Lexington Kalamazoo L.P. to JPMorgan Chase Bank, N.A., now held by Wells Fargo Bank N.A. in the amount of $17,625,000.  (Requirement 4)

Dana Corporation - 730 North Black Branch Road, Elizabethtown, Kentucky

1. All taxes not yet due and payable.

2. Conditions, stipulations, restrictions, building lines and easements, together with incidental rights, as provided for on the recorded Plat of record in Plat Cabinet 1, Plat Slide 2514 and amended in Plat Cabinet 1, Plat Slide 2673, in the Office of the Clerk of Hardin County, Kentucky.

3. Protective Covenants for Hughes Commerce Center and Declaration of Restrictions, dated September 13, 1978, of record in Deed Book 362, Page 274, in the Office of the Clerk of Hardin County, Kentucky.

4. Rights of others to use so much of subject property as lies within any publicly dedicated roadway or right-of-way.

5. All coal, oil, gas and other mineral rights heretofore conveyed, excepted, reserved or leased, together with all incidental rights thereto.

6. Terms and Conditions of Memorandum of Ground Lease by and between DANA COMMERCIAL CREDIT CORPORATION, a Delaware corporation (Lessor) and LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation (Lessee), dated June 30, 2005, of record in Deed Book 1158, Page 129, as amended and restated by Amended and Restated Memorandum of Ground Lease, dated August 31, 2005, of record in Deed Book 1164, Page 407 in the Office of the Clerk of Hardin County, Kentucky.

7. Terms and Conditions of Memorandum of Ground Lease by and between DANA COMMERCIAL CREDIT CORPORATION, a Delaware corporation (Lessee) and LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation (Lessor), dated June 30, 2005, of record in Deed Book 1158, Page 144, as affected by Subordination, Non-Disturbance and Attornment Agreement, dated August 31, 2005, by and among COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC., a California corporation (Lender), LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation (Landlord), and DANA CORPORATION, a Virginia corporation (Tenant), of record in Deed Book 1164, Page 434, in the Office of the Clerk of Hardin County, Kentucky.

8. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to secure $4,822,348.00 from LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation, in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation dated August 31, 2005, and recorded in Mortgage Book 1516, Page 530, in the Office of the Clerk of Hardin County, Kentucky.

9. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to secure $4,822,348.00 in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, dated August 31, 2005, and recorded in Mortgage Book 1516, Page 598, in the Office of the Clerk of Hardin County, Kentucky.

10. Assignment of Leases and Rents from LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation, in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation dated August 31, 2005, and recorded in Mortgage Book 1164, Page 416, in the Office of the Clerk of Hardin County, Kentucky.

11. Financing Statement filed with COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., as Secured Party, and LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation, as Debtor, as shown of record in Mortgage Book 1516, Page 584, in the Office of the Clerk of Hardin County, Kentucky.

12. Subordination, Non-Disturbance and Attornment Agreement, dated August 31, 2005, by and among COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation (Lender), LEXINGTON ELIZABETHTOWN 730 CORP., a Delaware corporation (Landlord) and DANA CORPORATION, a Virginia corporation (Tenant), of record in Deed Book 1164, Page 434, in the Office of the Clerk of Hardin County, Kentucky.

Dana Corporation - 750 North Black Branch Road, Elizabethtown, Kentucky

1. All taxes not yet due and payable.

2. Conditions, stipulations, restrictions, building lines and easements, together with incidental rights, as provided for on the recorded Plat of record in Plat Cabinet 1, Plat Slide 2514 and amended in Plat Cabinet 1, Plat Slide 2673, in the Office of the Clerk of Hardin County, Kentucky.

3. Protective Covenants for Hughes Commerce Center and Declaration of Restrictions, dated September 13, 1978, of record in Deed Book 362, Page 274, in the Office of the Clerk of Hardin County, Kentucky.

4. Rights of others to use so much of subject property as lies within any publicly dedicated roadway or right-of-way.

5. All coal, oil, gas and other mineral rights heretofore conveyed, excepted, reserved or leased, together with all incidental rights thereto.

6. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to secure $25,602,534.00 from LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation, in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, dated August 31, 2005, and recorded in Mortgage Book 1516, Page 557, in the Office of the Clerk of Hardin County, Kentucky.

7. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to secure $25,602,534.00 in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, dated August 31, 2005, and recorded in Mortgage Book 1516, Page 624, in the Office of the Clerk of Hardin County, Kentucky.

8. Assignment of Leases and Rents from LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation, in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, dated August 31, 2005, and recorded in Mortgage Book 1164, Page 425, in the Office of the Clerk of Hardin County, Kentucky.

9. Financing Statement filed with COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., as Secured Party, and LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation, as Debtor, as shown of record in Mortgage Book 1516, Page 591, in the Office of the Clerk of Hardin County, Kentucky.

10. Subordination, Non-Disturbance and Attornment Agreement, dated August 31, 2005, by and among COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation (Lender), LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation (Landlord) and DANA CORPORATION, a Virginia corporation (Tenant), of record in Deed Book 1164, Page 447, in the Office of the Clerk of Hardin County, Kentucky.

11. Terms and Conditions of Memorandum of Ground Lease by and between DANA COMMERCIAL CREDIT CORPORATION, a Delaware corporation (Lessor) and LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation (Lessee), dated June 30, 2005, of record in Deed Book 1158, Page 121, as amended and restated by Amended and Restated Memorandum of Ground Lease, dated August 31, 2005, of record in Deed Book 1164, Page 398, both in the Office of the Clerk of Hardin County, Kentucky.

12. Terms and Conditions of Memorandum of Ground Lease by and between DANA COMMERCIAL CREDIT CORPORATION, a Delaware corporation (Lessee) and LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation (Lessor), dated June 30, 2005, of record in Deed Book 1158, Page 137, as affected by Subordination, Non-Disturbance and Attornment Agreement, dated August 31, 2005, by and among COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC., a California corporation (Lender), LEXINGTON ELIZABETHTOWN 750 CORP., a Delaware corporation (Landlord), and DANA CORPORATION, a Virginia corporation (Tenant), of record in Deed Book 1164, Page 447, in the Office of the Clerk of Hardin County, Kentucky.

13. Railroad Easement granted the City of Elizabethtown, Kentucky and Shannon Properties, Inc., dated January 6, 1994, of record in Deed Book 777, Page 521, in the Office of the Clerk of Hardin County, Kentucky.

14. Certificate of Land Use Restrictions with the Hardin County Planning Commission of record in Deed Book 950, Page 277, in the Office of the Clerk of Hardin County, Kentucky.

15. Restrictions and stipulations (deleting any restrictions indicating any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin) of record in Plat Cabinet 1, Slides 1075 and 1453, as amended by Amendments to Ownership Certifications recorded in Deed Book 777, Page 509, and Deed Book 778, Page 73, Plat Cabinet 1, Slides 1462, 1463, and 1547, and Amended Record Plat recorded in Plat Cabinet 1, Slide 2673, all in the Office aforesaid. A violation of said restrictions and stipulations will not work a forfeiture or reversion of title.

Dana Corporation - 10000 Business Boulevard, Dry Ridge, Kentucky

1. All taxes not yet due and payable.

2. Lease as evidenced by Memorandum of Lease between Lexington Dry Ridge Corp., a Delaware corporation, (Lessor) and Dana Corporation, a Virginia Corporation (Lessee), dated June 30, 2005 and filed on July 11, 2005 in Deed Book 309, page 663, Grant County Records.

3. Right-of-Way and/or Easement for gas, electric and/or utility lines or facilities; for the transmission and/or distribution of electric energy and/or gaseous substances; and/or for other utility purposes; and for any and all purposes for which gas and/or electric energy and/or distribution and/or gaseous substances, together with underground facilities, if any, granted to Union, Light, Heat and Power, by instrument dated October 6, 1989, and recorded in Deed Book 177, Page 95, of the Grant County Records; said Grant of Easement being partially released pursuant to Quitclaim Deed of Part of Easement, dated August 12, 1998, and recorded in Deed Book 243, Page 636, of the Grant County Records.

4. Easements for the installation and operation of telecommunication lines and poles, as granted to American Telephone and Telegraph Company of Kentucky, Inc., dated November 29, 1938, and recorded in Deed Book 59, Page 15 and 16, of the Grant County Records.

5. Grant of Easement for the purpose of erecting and operation poles, wire and conduits, as granted to Citizens Telephone Company, by Grant of Easement, dated October 11, 1950, and recorded in Deed Book 74, Page 470, of the Grant County Records.

6. Easements for the construction and maintenance of drainage structures, slopes and ditches, as granted to City of Dry Ridge, Grant County, Kentucky, by Deed of Conveyance dated June 8, 1988, and recorded in Deed Book 169, Page 244, of the Grant County Records.

7. Subject to stipulation, conditions and restrictions as set forth in Declaration of Protective Covenants by Grant County Industrial Park, dated September 8, 1988, and recorded in Deed Book 170, Page 368, of the Grant County Records.

8. Right-of-Way and/or Easement for transmission and/or distribution of electric energy, including underground facilities, if any, granted to Union, Light, Heat and Power Company, by instrument dated June 5, 1998, and recorded in Deed Book 241, Page 121, of the Grant County Records.

9. Right-of-Way and/or Easement for transmission and/or distribution of electric energy, including underground facilities, if any, granted to Union, Light, Heat and Power Company, recorded in Deed Book 290, Page 14, of the Grant County Records.

10. Easements as shown in Deed, dated September 6, 1988, and recorded in Deed Book 170, Page 380 and referenced in Deed to Dana Commercial Credit Corporation, a Delaware corporation, dated October 17, 1997, and recorded in Deed Book 234, Page 334, of the Grant County Records.

11. Terms and conditions of Ground Lease, together with Option to Purchase and First Right of Refusal in favor of Lexington Dry Ridge Corp., a Delaware corporation, as evidenced by a Memorandum of Ground Lease recorded in Deed Book 309, Page 651, as amended and evidenced by an Amended and Restated Memorandum of Ground Lease recorded in Deed Book 311, Page 211 of the Grant County Records.

12. Rights of the Public and others entitled thereto in and to the use of that portion of the property within the bounds of any publicly dedicated road or highways.

13. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Lexington Dry Ridge Corp., a Delaware corporation to Countrywide Commercial Real Estate Finance Inc., in the amount of $12,127,609.00, and filed on September 8, 2005 and recorded in Mortgage Book 333, Page 799, of the Grant County Records.

14. Subordination, Non-Disturbance and Attornment Agreement between Countrywide Commercial Real Estate Finance Inc. and Lexington Dry Ridge Corp., a Delaware corporation, and Dana Corporation filed on September 8, 2005 and recorded in Mortgage Book 334, Page 31, of the Grant County Records.

15. Assignment of Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Countrywide Commercial Real Estate Finance Inc., to LaSalle Bank National Association, as Trustee for Registered Holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5 filed on April 2, 2007 in Mortgage Book 368, Page 92, of the Grant County Records.

16 Assignment of Leases and Rents from Lexington Dry Ridge Corp., a Delaware corporation to Countrywide Commercial Real Estate Finance Inc., and recorded in Mortgage Book 333, Page 830, of the Grant County Records.

17. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Lexington Dry Ridge Corp., a Delaware corporation to Countrywide Commercial Real Estate Finance Inc., in the amount of $12,127,609.00, and filed on September 8, 2005 and recorded in Mortgage Book 334, Page 1, of the Grant County Records.

18. Subordination, Non-Disturbance and Attornment Agreement between Countrywide Commercial Real Estate Finance Inc. and Lexington Dry Ridge Corp., a Delaware corporation, and Dana Corporation filed on September 8, 2005 and recorded in Mortgage Book 334, Page 31, of the Grant County Records.

19. Assignment of Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Countrywide Commercial Real Estate Finance Inc., to LaSalle Bank National Association, as Trustee for Registered Holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5 filed on April 3, 2007 in Mortgage Book 368, Page 106, of the Grant County Records.

20. UCC-1 Financing Statement listed debtor as Lexington Dry Ridge Corp., a Delaware corporation and secured party as Countrywide Commercial Real Estate Finance Inc., filed on September 8, 2005 in Book FF2, Page 188 of the Grant County Records.

21. UCC-3 Financing Statement Amendment assigning to LaSalle Bank National Association, as Trustee for Registered Holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5 filed on April 12, 2007 in Book FF2, Page 341, in the Grant County Records.

Dana Corporation - 301 Bill Byran Boulevard, Hopkinsville, Kentucky

1. All taxes not yet due and payable.

2. Conditions, stipulations, restrictions, building lines and easements, together with incidental rights, as provided for on the recorded Plat of record in Plat Cabinet 1, Slide 310, Plat Cabinet 1, Slide 391, and Plat Cabinet 7, Slide 456, all in Christian County, Kentucky.

3. Conditions, stipulations, restrictions, building lines and easements, together with incidental rights, as set out in instrument of record in Deed Book 465, Page 481, in Christian County, Kentucky.

4. Terms and conditions of Deed of Dedication and Restrictions dated April 123, 1975, by the Hopkinsville Industrial Foundation, Inc., a non-profit organization, of record in Miscellaneous Book 3, Page 283, which was amended by Amendment to Deed of Dedication and Restrictions for the. Hopkinsville Industrial Park, dated November 20, 1981, of record in Miscellaneous Book 16, Page 143, and amended further by Amendment of Restrictions, dated December 14, 1989, of record in Miscellaneous Book 35, Page 84, all in Christian County, Kentucky.

5. Terms and conditions of Memorandum of Lease, dated December 28, 1989, by and between Shannon Properties, Inc., a Delaware corporation ("Lessor"), and Dana Corporation, Parish Division, a Virginia corporation ("Lessee"), of record in Miscellaneous Book 35, Page 125, in Christian County, Kentucky.

6. Right of Way Easement dated December 28, 1989, granted Pennyrile Rural Electric Cooperative Corporation of Hopkinsville, Kentucky, a Kentucky corporation, of record in Miscellaneous Book 36, Page 227, in Christian County, Kentucky.

7. Conditions, stipulations, restrictions, building lines and easements, together with incidental rights, as set out in instrument of record in Deed Book 530, Page 104, in Christian County, Kentucky.

8. Certificate of Land Use Restrictions with the Louisville and Jefferson County Planning Commission of record in Deed Book 68, Page 168, in Christian County, Kentucky.

9. Terms and conditions of Memorandum of Lease, dated June 30, 2005, by and between Lexington Hopkinsville Corp., a Delaware corporation ("Lessor") and Dana Corporation, a Virginia corporation ("Lessee"), of record in Miscellaneous Book 90, Page 425, in Christian County, Kentucky.

10. Easement set forth in Deed of record in Deed Book 432, Page 406, in Christian County, Kentucky.

11. Rights of others to use so much of subject property as lies within any publicly dedicated roadway or right-of-way.

12. All coal, oil, gas and other mineral rights heretofore conveyed, excepted, reserved or leased, together with all incidental rights thereto.

13. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to secure $15,001,124.00, up to a maximum of $30,002,248.00, in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, dated August 31, 2005, and recorded in Mortgage Book 1006, Page 90, in Christian County, Kentucky.

14. Assignment of Leases and Rents from in favor of COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, dated August 31, 2005, and recorded in Mortgage Book 1006, Page 117, in Christian County, Kentucky.

15. Financing Statement (Fixture Filing) filed with COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation, as secured party, as shown of record in Mortgage Book 1006, Page 127, in Christian County, Kentucky.

16. Subordination, Non-Disturbance and Attornment Agreement, dated August 31, 2005, by and among COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE INC., a California corporation (Lender), LEXINGTON HOPKINSVILLE CORP., a Delaware corporation (Landlord) and DANA CORPORATION, a Virginia corporation (Tenant), of record in Mortgage Book 1006, Page 135, in Christian County, Kentucky.

Dana Corporation - 4010 Airpark Drive, Owensboro, Kentucky

1. Lien of 2007 real estate taxes not yet due and payable.

2. Conditions, stipulations, restrictions, building lines and easements, together with incidental rights, as provided for on the recorded Plat of record in Plat Book 26, Page 40, in the Office aforesaid.

3. Easement granted City Utility Commission of the City of Owensboro, Kentucky, of record in Deed Book 684, Page 845, in the Office aforesaid.

4. Memorandum of Ground Lease by and between Dana Commercial Credit Corporation, a Delaware corporation (lessor) and Lexington Owensboro Corp., a Delaware corporation (lessee), filed for record July 7, 2005 in Deed Book 801, Page 832, of the Daviess County Records.

5. Memorandum of Lease by and between Lexington Owensboro Corp., a Delaware corporation (lessor) and Dana Corporation, a Virginia corporation (lessee), filed for record July 7, 2005 in Deed Book 801, Page 840, of the Daviess County Records.

6. Amended and Restated Memorandum of Ground Lease by and between Dana Commercial Credit Corporation, a Delaware corporation (lessor) and Lexington Owensboro Corp., a Delaware corporation (lessee) filed for record September 2, 2005 in Deed Book 804, Page 823, of the Daviess County Records.

7. Declaration of Covenants, Restrictions and Easements of the MidAmercia Airfare recorded in Deed Book 673, Page 360, in the office aforesaid.

8. Deed of Avigation Easement and Airport Servitudes recorded in Deed Book 651, Page 641, in the Office aforesaid.

9. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Lexington Owensboro Corp., a Delaware corporation to Countrywide Commercial Real Estate Finance, Inc., in the maximum amount of $10,846,385.00, filed for record September 2, 2005 in Mortgage Book 1451, Page 769, of the Daviess County Records.

10. Assignment of leases and Rents from Lexington Owensboro Corp., a Delaware corporation to Countrywide Commercial Real Estate Financing, Inc., filed for record September 2, 2005 in Mortgage book 1451, page 797, of the Daviess County Records.

11. Assignment of Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Countrywide Commercial Real Estate Finance, Inc. to LaSalle Bank Notional Association, as trustee for the registered holders of ML-CFC Commercial Mortgage trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5, filed for record April 9, 2007 in Mortgage Book 1566, Page 945, of the Daviess County Records.

12. Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Lexington Owensboro Corp., a Delaware corporation to Countrywide Commercial Real Estate Finance, Inc., in the maximum amount of $10,846,385.00, filed for record September 2, 2005 in Mortgage Book 1451, Page 806, of the Daviess County Records.

13. Subordination, Non-Disturbance and Attornment Agreement by and between Countrywide Commercial Real Estate Financing, Inc., a Delaware Corporation (lender), Lexington Owensboro Corp., a Delaware corporation (landlord) and Dana Corporation, a Virginia corporation (tenant), filed for record September 2, 2005 in Mortgage Book 1451, Page 832, of the Daviess County Records.

14. Assignment of Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Countrywide Commercial Real Estate Finance, Inc. to LaSalle Bank Notional Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5, filed for record April 20, 2007 in Mortgage Book 1569, Page 497, of the Daviess County Records.

15. Financing Statement No. 15793 from Lexington Owensboro Corp. (debtor) to Countrywide Commercial Real Estate Finance, Inc. (secured party), filed for record September 6, 2005, in Fixture Filing Book 6, Page 534, of the Daviess County Records.

16. Financing Statement Assignment from Countrywide Commercial Real Estate Finance, Inc. to LaSalle Bank National Association, as trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5, filed for record April 9, 2007 in Fixture Filing Book 7, Page 319, of the Daviess County Records.

EDS Information Services, LLC (Electronic Data Systems Corporation) - 3600 Army Post Road, Des Moines, Iowa

1.   All taxes not yet due and payable.

2.   Declaration of Covenants and Restrictions filed of record June 11, 1997, in Book 7654, page 147.

Amended by First Amendment to Declaration of Covenants and Restrictions dated March 30, 2005, filed of record April 1, 2005, in Book 10999, Page 570-576.

3.   Urban Renewal Development Agreement (Airport Business Park Urban Renewal Project) filed of record December 18, 1996, in Book 7544, page 180.

Terms and conditions of the Restated Urban Renewal Plan for the Airport Business Park Urban Renewal Project as contained within that certain Resolution Closing Public Hearing on the First Amendment to the Urban Renewal Plan for the Airport Business Park Urban Renewal Project and adopting same filed of record September 28, 2001, in Book 9002, page 925, as Document No. 030155.

Terms and conditions of First Amendment to the Urban Renewal Development Agreement dated April 8, 2002, filed of record August 1, 2002, in Book 9255, page 515.

4.   Declaration of Covenants filed of record April 17, 1997, in Book 7613, page 810, and filed of record May 15, 1997, in Book 7634, page 107.

5.   Declaration of Covenants and Restrictions For Airport Business Park filed of record May 15, 1997, in Book 7634, page 158.

Amended by First Amendment to Declaration of Covenants and Restrictions for Airport Business Park dated January 24, 2002, filed of record March 13, 2002, in Book 9104, page 714, as Document No. 089842.

6.   Articles of Incorporation of Airport Business Park Owners' Association, Inc., filed of record June 18, 1997, in Book 7658, page 693.

7.   Watermain Easement as shown on the Plat of Airport Business Park Plat No. 1 and filed of record in Book 7634, page 127.

8.   Terms and conditions of a MidAmerican Energy Company Underground Electric Line Easement filed of record June 14, 2002, in Book 9183, page 373.

9.   Drainage and utility easements shown on the plat of Airport Business Park Plat 2 filed of record November 6, 2002, in Book 9434, page 630.

10.   Terms and conditions of Permanent Easement For Storm Sewer Right of way dated October 18, 2002, filed of record November 6, 2002, in Book 9434, page 669.

11.   Terms and conditions of Supplemental Declaration of Covenants dated April 8, 2002, filed of record November 6, 2002, in Book 9434, page 688.

Georgia Power Company - 2500 Patrick Henry Parkway, McDonough, Georgia

1. All taxes not yet due and payable.

2. Right of Way Easement from C.W. Walker to Snapping Shoals Electric Membership Corporation, dated July 1, 1938, recorded September 21, 1939 in Deed Book 31, Page 376, in the Office of the Clerk of the Superior Court, Henry County.

3. Easement from C.W. Walker to Georgia Power Company, dated March 31, 1950, recorded April 29, 1950 in Deed Book 42, Page 502, in the Office of the Clerk of the Superior Court, Henry County.

4. Easement from Claude Pittman to Georgia Power Company, dated March 8, 1954, recorded April 3, 1954 in Deed Book 49, Page 252, in the Office of the Clerk of the Superior Court, Henry County.

5. Easement from Claude Pittman to Georgia Power Company, dated April 2, 1957, recorded April 27, 1957 in Deed Book 55, Page 550, in the Office of the Clerk of the Superior Court, Henry County.

6. Easement from David H. Parker to Georgia Power Company, dated October 15, 1959, recorded December 4, 1959 in Deed Book 62, Page 324, in the Office of the Clerk of the Superior Court, Henry County.

7. Golf Play Easement from Killearn Properties, Inc. of Ga. to Killearn, Inc., dated November 16, 1996, recorded December 19, 1996 in Deed Book 2465, Page 262, in the Office of the Clerk of the Superior Court, Henry County.

8. Terms and conditions Atlanta Tech Center Declaration of Covenants and Restrictions, dated March 3, 1999, recorded on March 2, 1999 in Deed Book 3213, Page 251, in the Office of the Clerk of the Superior Court, Henry County.

9. Terms and conditions of that Temporary Access Easement and Permanent Utility Easement Agreement from HP Venture III, LLC to Killearn Properties, Inc. of Ga., dated March 4, 1999, recorded March 11, 1999 in Deed Book 3224, Page 209, in the Office of the Clerk of the Superior Court, Henry County.

10. Terms and conditions of that Lease Agreement by and between HP Venture III, LLC and The Georgia Power Company, as evidenced for record by that Short Form Lease, dated February 19, 1999, recorded March 11, 1999 in Deed Book 3224, Page 226, as assigned by Assignment and Assumption of Lease dated September 8, 2005, which was recorded as an amendment to that certain Special Warranty Deed recorded in Deed Book 8478, Page 124, in the Office of the Clerk of the Superior Court, Henry County.

11. Temporary Construction Easement from HP Venture III, LLC to Henry County, Georgia, dated June 3, 2005, recorded June 22, 2005 in Deed Book 8213, Page 196, in the Office of the Clerk of the Superior Court, Henry County.

12. Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement from Acquiport McDonough L.P. to Mortgage Electronic Registration Systems, Inc., as nominee for Bank of America, N.A. dated September 21, 2005, filed for record on September 29, 2005 at 12:52 pm in Deed Book 8517, Page 173, in the Office of the Clerk of the Superior Court, Henry County, Georgia.

13. UCC Financing Statement with Real Estate Addendum attached between Acquiport McDonough L.P. (Debtor) and Mortgage Electronic Registration Systems, Inc., (Secured Party) filed for record on September 29, 2005 at 12:52 pm in Deed Book 8517, Page 207, in the Office of the Clerk of the Superior Court, Henry County, Georgia.

14. Subordination, Non-Disturbance and Attornment Agreement between Georgia Power Company, Acquiport McDonough L.P. and Bank of America, N.A., dated September 16, 2005, filed for record September 29, 2005 at 12:52 pm in Deed Book 8517, Page 198, in the Office of the Clerk of the Superior Court, Henry County.

Honeywell, Inc. - 19019 N. 59^th Avenue, Glendale, Arizona

1.   Water Rights, claims or title to water, and agreements, covenants, conditions or rights incident thereto, whether or not shown by the public records.  (2)

2.   Taxes which are not yet due nor payable. (3)

3.   Easement and rights incident thereto as set forth in instrument recorded in Docket 7123, Page 568. (4)

4.   Easement and rights incident thereto, as set forth in instrument recorded in Document No. 86-082375. (5)

5.   Easement and rights incident thereto, as set forth in instrument recorded in Document No. 86-110548. (6)

6.   Easement and rights incident thereto, as set forth in instrument recorded in Document No. 86-110549. (7)

7.   Easement and rights incident thereto, as set forth in instrument recorded in Document No. 91-508123. (8)

8. Terms and conditions of Lease and Agreement between Glenarrow Associates Limited Partnership, an Arizona limited partnership, Landlord, and Sperry Corporation, a Delaware corporation, dated April 26, 1985 which interest was recorded on April 29, 1985 as Document No. 85-189421, as affected by Assignment of Lease between Sperry Corporation and SP-Space, Inc., a Delaware corporation (now known as Honeywell, Inc.) via document recorded as Document Number 86-640656. (9)

(i)Structure, LLC (Infocrossing, Inc.) - 11707 Miracle Hills Drive, Omaha, Nebraska

1. All taxes not yet due and payable.(6)

2. Terms and Provision set forth within the Memorandum of Lease dated November 30, 2005 filed December 5, 2005 as instrument number 2005153093 of the Records of Douglas County, Nebraska, executed by and between LSAC Omaha L.P., a Delaware limited partnership ("Landlord"), and (i) Structure, LLC, a Delaware limited liability company, ("Tenant"), subject to those certain provisions set forth within the Lease.(8)

3. Deed of Trust, Security Agreement and Fixture Filing dated March 2, 2006, filed March 3, 2006 as instrument number 2006024080 of the Records of Douglas County, Nebraska, executed by LSAC Omaha L.P., a Delaware limited partnership to First American Title Insurance Company, as Trustee and LaSalle Bank National Association, a national banking association, Beneficiary, securing the principal sum of $9,000,000.00.

(a)  Assigned to U.S. Bank, National Association, as Trustee for the Registered Holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, pursuant to the Assignment of Deed of Trust, Security Agreement and Fixture Filing filed July 3, 2006 as instrument number 2006074607 of the Records of Douglas County, Nebraska. (9)

4. Assignment of Leases and Rents dated March 2, 2006 filed March 3, 2006 as instrument number 2006024081 of the Records of Douglas County, Nebraska, executed by and between LSAC Omaha, L.P., a Delaware limited partnership (“Borrower”) and LaSalle Bank National Association, as assignee (“Lender”).

(a)  Assigned to U.S. Bank, National Association, as Trustee for the Registered Holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, pursuant to the Assignment of Deed of Trust, Security Agreement and Fixture Filing filed July 3, 2006 as instrument number 2006074607 of the Records of Douglas County, Nebraska. (10)

5. Uniform Commercial Code- Financing Statement filed March 3, 2006 as instrument number 2006024082 of the Records of Douglas County, Nebraska, stating Debtor as:  LSAC Omaha, L.P. and Secured Party as:  LaSalle bank National Association, securing all collateral as set forth therein.

(a)  Assigned to U.S. Bank, National Association, as Trustee for the Registered Holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, pursuant to the Assignment of Deed of Trust, Security Agreement and Fixture Filing filed July 3, 2006 as instrument number 2006074607 of the Records of Douglas County, Nebraska. (11)

6. Easements contained within the Dedication of the Plat of Miracle Hills Park an easements affecting subject property as shown thereon, filed November 5, 1984 in Book 1743 at Page 73 of the Deed Records of Douglas County, Nebraska.(13)

(a) Partial Release of Easement filed April 19, 1988 in Book 846 at Page 72 of the Records of Douglas County, Nebraska.

7. Easements contained within the Dedication of the Plat or Miracle Hills Park Replat and easement affecting subject property as shown thereon, filed October 28, 1987 in Book 1814 at Page 498 of the Deed Records of Douglas County, Nebraska.(14)

(a) Partial Release of Easement by Cox Cable Omaha Communications filed April 19, 1988 in Book 846 at Page 67, of the Records of Douglas County, Nebraska.

(b) Disclaimer and Release by Omaha Public Power District filed April 19, 1988 in Book 846 at Page71 of the Records of Douglas County, Nebraska.

8. Easement granted to Northwestern Bell Telephone Company by instrument filed October 20, 1975 in Book 556 at Page 517 of the Miscellaneous Records of Douglas County, Nebraska.(15)

9. Terms and conditions of the Development Agreement contained within Ordinance No. 31328 filed September 25, 1987 in Book 827 at Page 446 of the Miscellaneous Records of Douglas County, • Nebraska.(16)

10. Terms and condition of the Amendment to Easement Grant and Cross Easement dated April 4, 1988, filed April 4, 1988 in Book 844 at Page 350 of the Miscellaneous Records of Douglas County, Nebraska.(17)

(a) Second Amendment to Easement Grant and Cross Easement dated December 15, 1989, filed December 18, 1989 in Book 908 at Page 150 of the Miscellaneous Records of Douglas County, Nebraska.

11. Right of Way Easement granted to Omaha Public Power District by instrument filed August 16, 1988 in Book 858 at Page 719 of the Miscellaneous Records of Douglas County, Nebraska.(18)

(i)Structure, LLC (Infocrossing, Inc.) - 2005 East Technology Circle, Tempe, Arizona

1. UNRECORDED GROUND LEASE under the terms and conditions contained therein made by:

Lessor: THE ARIZONA BOARD OF REGENTS, acting for and on behalf of Arizona State University

Lessee: PRICE-ELLIOTT RESEARCH PARK, INC., an Arizona non-profit corporation

Dated: October 8, 1984

Term: 99 years

As disclosed by Memorandum of Lease

Recorded:  July 29, 1987

Document No. 87-479960

MEMORANDUM OF FIRST AMENDMENT recorded in Document No. 91-351641

MEMORANDUM OF SECOND AMENDMENT recorded in Document No. 93-033412

MEMORANDUM OF THIRD AMENDMENT recorded in Document No. 95-0802147

FOURTH AMENDMENT TO GROUND LEASE recorded in Document No. 97-0913460

MEMORANDUM OF FOURTH AMENDMENT recorded in Document No. 2002-0492441

GROUND LESSOR ESTOPPEL CERTIFICATE FOR MASTER GROUND LEASE recorded in Document No. 2006-0286407

RECOGNITION, NONDISTURBANCE AND ATTORNMENT AGREEMENT recorded in Document No. 2006-0794078

THIRD AMENDED AND RESTATED RECOGNITION, NONDISTURBANCE AND ATTORNMENT AGREEMENT recorded in Document No. 2006-1374480

MEMORANDUM OF SIXTH AMENDMENT recorded in Document No. 2006-1620928

2.         UNRECORDED LEASE under the terms and conditions contained therein made by:

Lessor:                           PRICE-ELLIOTT RESEARCH PARK, INC., an Arizona non-profit corporation

Lessee:                           PKS INFORMATION SERVICES, INC., a Delaware corporation

Dated:                            December 17, 1997

Term:                             through December 31, 2082

As disclosed by MEMORANDUM OF LEASE

Recorded:                      December 18, 1997

Document No.               97-0887395

RECOGNITION, NONDISTURBANCE AND ATTORNMENT AGREEMENT recorded in Document No. 97-0887396

FIRST AMENDMENT TO RECOGNITION, NONDISTURBANCE AND ATTORNMENT AGREEMENT recorded in Document No. 2004-1511670

3.         UNRECORDED SUBLEASE under the terms and conditions contained therein made by:

Lessor:             LSAC TEMPE L.P., a Delaware limited partnership

Lessee:             STRUCTURE, LLC, a Delaware limited liability company

Dated:              December 29, 2005

Term:               20 years with two additional 10 year renewal terms

As disclosed by MEMORANDUM OF SUBLEASE

Recorded         January 4, 2006

Document No. 2006-0007594

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT between:

Assignor:          STRUCTURE, L.L.C., a Delaware limited liability company

Assignee:          LSAC TEMPE L.P., a Delaware limited partnership

Recorded:         January 4, 2006

Document No.  2006-0007593

RECOGNITION, NONDISTRUBANCE AND ATTORNMENT AGREEMENT recorded in Document No. 2006-0007595

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT recorded in Document NO. 2006-0286406

4. The liabilities obligations and burdens imposed upon said land by reason of inclusion within the Salt River Project Agricultural Improvement and Power District and Agricultural Improvement Districts.

5. Taxes and Assessments collectible by the County Treasurer, a lien not yet due and payable for the year 2007.

6.           City of Tempe Assessment No. 00004.0000, Series 158 (Paving, curb, gutter).

7.           Agreement according to the terms and conditions contained therein:

Purpose                                  Intergovernmental Agreement for External Improvements

Dated                                  August 10, 1984

Recorded                                  September 27, 1984

Document No.                                  84-423568 and 84-423569 Addendum No. 2 in Document No. 85-204803 Amendment No. 1 in Document No. 87-508933

First Amendment in Document No. 00-0450811

8. EASEMENTS, RESTRICTIONS, CONDITIONS AND COVENANTS, omitting, if any, from the above, any restrictions based on race, color, religion, sex, handicap, familial status or national origin as shown on the plat:

Recorded in Book 275 of Maps

Page 26

Abandonments recorded in Documents 98-0437595 and 98-0437597

9.           EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Document No.                                                                98-0994803

Purpose:                                                      underground water line and above ground fire hydrants

10.           EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Document No.                                                       98-0994804

Purpose                                                       drainage and public utilities

11.           AGREEMENT according to the terms and conditions contained therein:

Purpose                                                                easement for underground nitrogen gas line

Dated                                                                October 30, 2001

Recorded                                                      November 13, 2001

Document No.                                                                2001-1052610

12. LEASEHOLD DEED OF TRUST given to secure the original amount shown below, and any other amount payable under the terms thereof:

Amount                                  $8,500,000.00

Dated March 2, 2006

Recorded March 2, 2006

Document No. 2006-0286403

Trustor                                  LSAC TEMPE L.P., A Delaware limited partnership

Trustee Lawrence C. Petrowski, Esq. a member of the bar of the State of Arizona

Beneficiary LaSalle Bank National Association, a national banking association

THE BENEFICIAL INTEREST under said Deed of Trust was assigned by instrument:

Recorded                                July 10, 2006

Document No.                                2006-0915053

Assignee U.S. BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF MERRILL LYNCH MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-Cl

13.           ASSIGNMENT OF LEASES AND RENTS executed:

By                                LSAC TEMPE L.P., a Delaware limited partnership

To                                LaSalle Bank National Association

Dated                                March 2, 2006

Recorded                                March 2, 2006

Document No.                                2006-0286404

And thereafter Assigned to U.S. BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF MERRILL LYNCH MORTGAGE TRUST 2006-Cl, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-Cl

By instrument recorded                                                      July 10, 2006

Document No.                                                      2006-0915053

14.            FINANCING STATEMENT between:

Debtor                                 LSAC TEMPE L.P.

Secured Party                                 LaSalle Bank National Association

Recorded                                 March 2, 2006

Document No.                                 2006-0286405

And assigned by instrument:

To U.S. BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF MERRILL LYNCH MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-Cl

Recorded                                 July 10, 2006

Document No.                                 2006-0915054

15.            EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Document No.                                                        2005-0159868

Purpose                                                        underground telecommunications

16. MEMORANDUM OF PAYMENT OF REFUNDING BONDS recorded in Document No. 2006-0669239.

17.            EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Document No.                                                        2007-0191951

Purpose                                                        power distribution

18.            EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Document No.                                                       2007-0430205

Purpose                                                       power distribution

Ivensys Systems, Inc. (Siebe, Inc.) - 70 Mechanic Street, Foxboro, Massachusetts

1.   All taxes not yet due and payable. (5)

2.   Restrictive covenants set forth in deed recorded in Book 3938, Page 496. (6)

3.   Natural flow of the brooks and the rights of others entitled thereto as shown on a Plan 44252. (13).

4.   Order of Taking for Relocation of Mechanic Street, dated May 4, 1997 and filed as Document No. 368983 (15).

5.   Terms and provisions of a lease by and between State Street Bank and Trust Company of Connecticut, National Association, as Owner Trustee, as Lessor, and The Foxboro Company, as Lessee, a Memorandum of which is dated March 15, 1994 and filed as Document No. 688480. (See also lessee’s name change from The Foxboro Company to INVENSYS SYSTEMS, INC. by virtue of the Articles of Amendment filed as Document No. 1019157) (18).

Kelsey Hayes Company (TRW Automotive) - 1200 & 12025 Tech Center Drive, Livonia, Michigan

1. Taxes for the year 2007 and subsequent years, which are a lien not yet due and payable. (2)

2.           Lessee’s interest of Kelsey-Hayes Company, a Delaware corporation and the terms,conditions and provisions contained in the lease between Lexington Livonia L.L.C., aMichigan limited liability company, as lessor and Kelsey-Hayes Company, a Delaware corporation, as lessee.  Said lease being evidenced of record by the Memorandum of Lease recorded in Liber 42032, Page 1491. (As to Unit 1) (4)

3.           Lessee’s interest of Kelsey-Hayes Company, a Delaware corporation and the terms,conditions and provisions contained in the lease between Lexington Livonia L.L.C., aMichigan limited liability company, as lessor and Kelsey-Hayes Company, a Delaware corporation, as lessee.  Said lease being evidenced or record by the Memorandum of Lease recorded in Liber 42032, Page 1483. (As Unit 2) (5)

4.           Declaration of Restrictions and the terms, conditions, and provisions therein, as recordedin Liber 29198, Page 902. (6)

5.           Declaration of Easements and Restrictions and the terms, conditions, and provisionstherein, as recorded in Liber 22705, Page 122.  First Amendment to Declaration ofEasements and Restrictions recorded in Liber 23027, Page 296. (7)

6.           Easement Agreement Relating to Driveway and the terms, conditions, and provisionstherein, as recorded in Liber 23794, Page 549. (8)

7.           Assignment of Rights of Develop Under Master Deed and the terms, conditions, andprovisions therein, as recorded in Liber 29198, page 898. (9)

8.           Easement to City of Livonia for water main recorded in Liber 29485, Page 936. (10)

9.           Easement to The Detroit Edison Company for overhead and underground right of wayrecorded in Liber 23912, page 103. (11)

10.           Rights of the co-owners of LIVONIA TECH CENTER CONDOMINIUM in commonelements as set forth in the Master Deed as amended and as described in Act 59 of thePublic Acts of 1978 as amended, and all the terms and conditions, regulations,restrictions, easements and other matters set forth in the above described Master Deed and Statutes. (14)

Kelsey-Seybold Clinic (St. Lukes Episcopal Health System) - 11555 University Boulevard, Houston, Texas

1. Restrictive Covenants recorded in/under Slide No. 20040188 of the Plat Records of Fort Bend County, Texas, Restrictions filed for record under County Clerk's File No. 1999102191 of the Official Records of Fort Bend County, Texas, Restrictions as set out in First Crossing Amended and Restated Protective Covenants, filed for record under County Clerk's File No. 2000093051 and amended under Clerk's File No. 2001037637 of the Official Records of Real Property of Fort Bend County, Texas, Restrictions filed for record under County Clerk's File No. 2000093053 of the Official Records of Fort Bend County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin.

2. Standby fees, taxes and assessments by any taxing authority not yet due and payable for the year 2007, and subsequent years.

3. A water line easement located along the West property line, granted to the City of Sugar Land by Instrument, filed for record under County Clerk's File No. 2000101397 of the Official Records of Fort Bend County, Texas.

4. An easement ten (10) feet in width along side and rear property lines for the use of public utilities as set out In instrument filed for record under County Clerk's File No. 2001037637 of the Official Records of Fort Bend County, Texas.

5. Pipeline easement twenty (20) feet in width located along the East property line, granted to Houston Pipe Line Company by instrument recorded in Volume 112, Page 485 of the Deed Records of Fort Bend County, Texas, and as amended by instrument filed for record under County Clerk's File No. 9881581 of the Official Public Records of Real Property of Fort Bend County, Texas; and as re-defined by Restatement and Definition of Easement Grant by instrument filed for record under County Clerk's File No. 2000070959 of the Official Public Records of Real Property of Fort Bend County, Texas.

6. Reciprocal Access Easement twenty-five (25) feet in width and widening to thirty (30) feet, for a private, non-exclusive, perpetual, irrevocable easement and right-of-way for the purpose of vehicular and pedestrian ingress and egress, by instrument dated September 15, 2003 filed for record under County Clerk's File No. 2003138404 of the Official Public Records of Real Property of Fort Bend County, Texas.

7. Private, non-exclusive, perpetual, irrevocable easement and right-of-way for Driveway, Landscape and Utility Easements, including but not limited to storm drainage by Agreement dated May 28, 2002 filed for record under County Clerk's File No. 2002056137 of the Official Records of Fort Bend County, Texas.

8. Private, non-exclusive easements for ingress and egress by Agreement dated May 19, 2003 by instrument filed for record under County Clerk's File No. 2003068577 of the Official Records of Fort Bend County, Texas. (Partial Termination of Easement filed under Clerk's File No. 2004082788 of the Official Public Records of Real Property of Fort Bend County, Texas.

9. Private Driveway and Utility Easement Agreement dated May 22, 2003 filed for record under County Clerk's File No. 2003068580 of the Official Records of Fort Bend County, Texas.

10. Conveyance of an undivided one-half (1/2) of the rights, title and interest in and to the minerals in and under the subject property granted to The Texas Department of Criminal Justice by Mineral Deed filed for record under County Clerk's File No. 9776299 of the Official Records of Fort Bend County, Texas. Exclusive rights as to the surface retained by Texas Department of Transportation. Surface rights in connection with said interest waived as set forth in instrument filed for record under County Clerk's File No. 9826613, as amended under County Clerk's File No. 9848662 of the Official Records of Fort Bend County, Texas.

11. All oil, gas and other minerals, the royalties, bonuses, rentals and all other rights in connection with same are excepted herefrom as set forth in instrument filed for record under County Clerk's File No. 9826613, as amended under County Clerk's File No. 9848662 of the Official Records of Fort Bend County, Texas. Waiver of surface rights contained therein. Title to said interest not checked subsequent to date of aforesaid instrument.

12. Various building and parking set back lines, as set out in First Crossing Amended and Restated Protective Covenants, filed for record under County Clerk's File No. 2000093051 of the Official Records of Fort Bend County, Texas, to-wit:

Forty (40) feet in width along University Boulevard;

Twenty-five (25) feet in width along any private street;

Fifteen (15) feet in width along any side property line not abutting a street (public or private);

Ten (10) feet in width along any rear property line not abutting a street (public or private);

Thirty (30) feet in width along any side or rear property line (for buildings whose use is intended for bulk storage of materials, goods, inventories, or similar items);

Forty (40) feet in width along any street (for parking garage structures);

Twenty-five (25) feet along property lines adjoining any public street (parking)

Ten (10) feet along side or rear property lines not adjoining a public street (parking)

13. Terms, conditions and provisions of that certain Cross Access Easement as to a private driveway for pedestrian and vehicular access, by and between First Crossing, Ltd., a Texas limited partnership and Wolff Family Foundation, a Texas non-profit corporation and Physician Property Investment II LP, a Texas limited partnership, by Access Easement Agreement dated September 15, 2003 filed for record under County Clerk's File No. 2003138404 of the Official Records of Fort Bend County, Texas. (TRACT II)

14. Terms, conditions and provisions of that certain Cross Access Easement as to a private, non-exclusive, perpetual, irrevocable easement and right-of-way for driveway, landscaping and for various utility easements, by and between First Crossing, Ltd., a Texas limited partnership and Wolff Family Charitable Foundation, a Texas not-for-profit foundation and Texas State Bank, a Texas banking corporation, by Private Driveway and Utility Easement Agreement, dated May 28, 2002 filed for record under County Clerk's File No. 2002056137 of the Official Records of Fort Bend County, Texas. (TRACTS III and IV)

15. Terms, conditions and provisions for use as private, non-exclusive, perpetual, irrevocable easement and right-of-way for driveway, landscaping and for various utility easements, by and between First Crossing, Ltd., a Texas limited partnership and Wolff Family Foundation, a Texas not-for-profit foundation and JPMorgan Chase Bank, a New York state banking corporation by Private Driveway and Utility Easement Agreement dated May 22, 2003 filed for record under County Clerk's File No. 2003068580 of the Official Records of Fort Bend County, Texas. (TRACT V)

16. Provisions for Annual Maintenance Charge and Special Assessments as set out in First Crossing Amended and Restated Protective Covenants, filed for record under County Clerk's File No(s). 2000093051 of the Official Records of Fort Bend County, Texas, and additionally secured by a lien as set forth therein. This lien has been subordinated to all first lien deeds of trust and liens in favor of third party financial institutions or representing bona fide seller financing.

17. The above property lies within the City of Sugar Land and is subject to the restrictions, zoning map and regulations imposed by Ordinances of the City of Sugar Land, including the designation of the area in which the property is located as the "Sugar Land Municipal Airport Zoning".

18. Contract effective February 11, 2002 by and between First Crossing, Ltd. and Wolff Family Charitable Foundation and the City of Sugar Land, as disclosed by Memorandum of Notice of Contract dated March 11, 2002 filed for record under County Clerk's File No. 2002035082 of the Official Records of Fort Bend County, Texas.

19. A utility easement by instrument filed for record under County Clerk's File No. 2001037637 of the Official Records of Fort Bend County, Texas. (Tract VI)

20. A ten (10) foot easement for underground utility purposes reserved in Deed dated August 20, 2004, from First Crossing, Ltd., a Texas limited partnership and Wolff Family Foundation, a Texas not-for-profit foundation, to TDC KS, L.P., a Delaware limited partnership, filed for record on August 20, 2004, under Clerk's File No. 2004102811 of the Official Public Records of Real Property of Fort Bend County, Texas.

21. A sanitary sewer easement fifteen (15) feet in width, located along the westerly line, granted to the City of Sugar Land by instrument dated January 4, 2002 filed for record under County Clerk's File No. 2002004533 of the Official Records of Fort Bend County, Texas. (TRACT IV)

22. An Access Easement twenty-five (25) feet in width as shown on plat thereof filed under Slide No. 20040188 of the Plat Records of Fort Bend County, Texas, and by instrument filed under County Clerk's File No. 2003138404 of the Official Records of Fort Bend County, Texas.

Litton Loan Servicing L.P. (Credit-Based Asset Servicing and Securitization LLC) - 3500 North Loop Court, McDonough, Georgia

1.   All taxes not yet due and payable. (5)

2.   Easements in favor of Southern Bell Telephone and Telegraph Company, as follow: (7)

(a)            dated February 17, 1955, recorded in Deed Book 50, page 592(a); and

(b) dated February 18, 1955, recorded in Deed Book 50, page 592(b), aforesaid records.

3.   Right of Way Easement in favor of Southern Bell Telephone and Telegraph Company, dated May 23, 1990, recorded in Deed Book 1183, page 163, aforesaid records. (8)

4.   Declaration of Restrictive Covenants for Greenwood Industrial Park by Robert Pattillo Properties, Inc., dated July 14, 1998, filed July 13, 1998, recorded in Deed Book 2953, page 203, aforesaid records; as amended by Amendment dated April 29, 1999, filed May 12, 1999, recorded in Deed Book 3300, page 293, aforesaid records. (9)

5.   Declaration of Easements and Agreement for Common Area Maintenance for Greenwood Industrial Park by Robert Pattillo Properties, Inc., dated July 14, 1998, filed July 13, 1998, recorded in Deed Book 2953, page 250, aforesaid records; as amended by Amendment dated April 29, 1999, filed May 12, 1999, recorded in Deed Book 3300, page 298, aforesaid records. (10)

6.   Easements as contained within Right of Way Deed in favor of Henry County, Georgia, dated January 22, 1999, recorded in Deed Book 3197, page 38, aforesaid records.  (11)

7.   Rail Construction Easement Agreement by and between CS Integrated LLC and Robert Pattillo Properties, Inc., dated April X, 1999, filed May 12, 1999, recorded in Deed Book 3300, page 328, aforesaid records.  (12)

8.   Memorandum of Lease from CS Integrated, LLC to Atlas Cold Storage America, LLC, dated October 23, 2002, filed November 4, 2002, recorded in Deed Book 5414, page 46, aforesaid records; as amended by First Amendment dated December 20, 2005, filed February 17, 2006, recorded in Deed Book 8949, page 185, aforesaid records; as affected by Subordination, Non-Disturbance and Attormnent Agreement among Capmark Bank f/k/a GMAC Commercial Mortgage Bank) NK-McDonough Property LLC and Atlas Cold Storage dated January 30, 2007, filed January 31, 2007, recorded in Deed Book 9946, page 245, aforesaid records.  (13)

9.   All matters shown on recorded plat filed January 24, 2007, recorded in Plat Book 46, pages 226-230, aforesaid records.  (14)

10.   The following as shown on ALTA/ACSM Land Title Survey dated August 18, 2006 for NK­McDonough Property, LLC, Capmark Finance, Inc., a California corporation, its successors and assigns, Capmark Bank, a Utah Industrial Bank, its successors and assigns, and Lawyers Title Insurance Corporation by Watts & Browning Engineers, Inc., V. T. Hammond, Georgia R.L.S. No. 2554, last revised January 16, 2007:  (15)

(a)   building setback lines: 20 feet along northern and eastern boundaries and 70 feet along southern and western boundaries of Tracts One A and One B of subject property;

(b)   encroachment by approximately 12.5 feet of small brick building into building setback line at southwest corner of Tract One A of subject property;

(c)   matters along 80 foot right of way of Greenwood Road and along variable right of way of Greenwood Industrial Parkway (Tracts One A and One B) as shown on the survey;

(d)   drainage pipe and weir box (Deed Book 6995, page 198) located in northeast portion of Tract One B of subject property;

(e)   spur track running across northern boundary line and along easterly boundary line of Tracts One A and One B of subject property;

(f)   18 inch reinforced concrete pipe located along southern boundary line of Tract Two of subject property;

(g)   drainage pipes located in southwest portion of Tract One A and along southern boundary line of Tract Two of subject property;

(h)   sanitary sewer line with manholes in southwest portion of Tract One A of subject property;

(i)   asphalt drive over portion of southeast corner of Tract One A of subject property.

Montgomery County Management, LLC - 17191 St. Lukes Way, Woodlands, Texas

1. Restrictive Covenants recorded in/under Cabinet "T", Sheet 26 of the Map Records of Montgomery County, Texas, and those recorded in/under 9357930, 2002-115442 and 2002-115443 of the Real Property Records of Montgomery County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin.

2. Standby fees, taxes and assessments by any taxing authority not yet due and payable for the year 2007, and subsequent years.

3. Water line easements ten (10) feet in width located in the easterly portion of the subject property, as granted to The Woodlands Metro Center Municipal Utility District by instrument recorded under County Clerk's File No. 2002-103606 of the Real Property Records of Montgomery County, Texas, and as located on the plat of The Woodlands,. COLLEGE PARK SECTION 9, recorded in Cabinet T, Sheet 26 of the Map Records of Montgomery County, Texas.

4. Storm sewer easements twenty (20) feet in width as granted to The Woodlands Metro Center Municipal Utility District, as set forth and defined in instrument recorded under County Clerk's File No. 2002-103607 of the Real Property Records of Montgomery County, Texas, and as located on the Plat of The Woodlands, COLLEGE PARK SECTION 9, recorded in cabinet T, Sheet 26 of the Map Records of Montgomery County, Texas.

5. Sanitary sewer easement granted to The Woodlands Metro Center Municipal Utility District by instrument recorded under County Clerk's File No. 2002-115445 of the Real Property Records of Montgomery County, Texas.

6. Drainage Easement dated October 31, 2002 by and between College Park Partners, L.P. and The Woodlands Metro Center Municipal Utility District and recorded under County Clerk's File No. 2002-115446 of the Real Property Records of Montgomery County, Texas.

7. Storm sewer easement thirty (30) feet in width as granted to The Woodlands Metro Center Municipal Utility District by instrument recorded under County Clerk's File No. 2002-115445 of the Real Property Records of Montgomery County, Texas.

8. Sanitary sewer easement of varying width along the easterly line of the subject property as granted to The Woodlands Metro Center Municipal Utility District by instrument recorded under County Clerk's File No. 2002-103608 of the Real Property Records of Montgomery County, Texas, and as located on the plat of The Woodlands, COLLEGE PARK SECTION 9, recorded in Cabinet "T", sheet 26 of the Map Records of Montgomery County, Texas; said easement rights having been subsequently assigned to San Jacinto River Authority by instrument recorded under Clerk's File No. 2003-056209 of the Real Property Records of Montgomery County, Texas.

9. Building line twenty (20) feet in width along the easterly property lines of the subject property, as imposed by the Map and Dedication recorded in Cabinet T, Sheet 26 of the Map Records of Montgomery County, Texas.

10. Pathway easement thirty (30) feet in width adjacent to, parallel with and extending the full length of the eastern (St. Luke's Way) boundary lines of the property as imposed by instrument recorded under County Clerk's File No. 2002-115443 of the Real Property Records of Montgomery County, Texas.

11. Forest preserve thirty (30) feet in width along the east (St. Luke's Way) boundary line of the property as imposed by instrument recorded under County Clerk's File No, 2002-115443 of the Real Property Records of Montgomery County, Texas.

12. Water line easement ten (10) feet in width along the north property line, as granted to Montgomery County Municipal Utility District No. 39 by instrument recorded under County Clerk's File No. 9535063 of the Real Property Records of Montgomery County, Texas, said easement sights having been subsequently assigned to San Jacinto River Authority by instrument recorded under Clerk's File No. 2003-056210 of the Real Property Records of Montgomery County, Texas.

13. Building line twenty-five (25) feet in width along the north property line of the subject property, as imposed by the Map and Dedication recorded in Cabinet T, Sheet 26 of the Map Records of Montgomery County, Texas.

14. Pathway easement thirty (30) feet in width adjacent to, parallel with and extending the full length of the northern (State Highway 242) boundary line of the property as imposed by instrument recorded under County Clerk's File No. 2002-115443 of the Real Property Records of Montgomery County, Texas.

15. Forest preserves fifty (50) feet in width along the north (State Highway 242) boundary line of the property, as imposed by instrument recorded under County Clerk's File No. 2002-115443 of the Real Property Records of Montgomery County, Texas.

16. Easement ten (10) feet in width along the front and rear property lines and five (5) feet in width along the side property lines of Restricted Reserve "A", as reserved for public utilities by instruments recorded under County Clerk's File Nos. 9357930 and 2002-115442 of the Real Property Records of Montgomery County, Texas.

17. Easement for utility purposes ten (10) feet in width adjacent to, parallel with, and extending the full length of each of the boundary lines of Restricted Reserve "A", as reserved by instrument recorded under County Clerk's File No. 2002-115443 of the Real Property Records of Montgomery County, Texas.

18. Drainage easement fifteen (15) feet in width on each side of the center line of all gullies, ravines and natural drainage courses on the herein described subject property as imposed by the Map and Dedication recorded in Cabinet T, Sheet 26 of the Map Records of Montgomery County, Texas. (This will not appear on the Mortgagee's Title Policy.)

19. An undivided 114 of 112 of all the oil, gas and other minerals, the royalties, bonuses, rentals and all other rights in connection with same covering an undivided 50 acres, resulting in a 12.5 mineral acre interest, are excepted here from as the same are set out to O. G. Williams, L. G. Williams, Morris Cloninger, Bessie Ingram, Wilson P. Ingram and Estelle Ingram Peebles in instrument recorded in Volume 425, Page 141 of the Deed Records of Montgomery County, Texas. The above interest is affected by Designation of Drillsite Location, Grant of Access Easement and Waiver of Other Rights to Surface Usage dated November 10, 1999, recorded under County Clerk's File No. 2000-030142 of the Real Property Records of Montgomery County, Texas. Title to above said interests have not been investigated subsequent to the execution date of cited instruments.

20. An undivided 3116 royalty interest in and to all the oil, gas and other minerals on, in, under or that may be produced from the subject property is excepted here from as the same are reserved by Bank of the Southwest National Association by instrument recorded under County Clerk's File No. 8022244 of the Real Property Records of Montgomery County, Texas, Title to above said interests have not been investigated subsequent to the execution date of cited instruments.

21. An undivided 314 royalty interest in and to all the oil, gas and other minerals on, in, under or that may be produced from the subject property is excepted here from as the same are reserved by Rollie Minnock Koehler by instrument recorded under County Clerk's File No. 2000-011213 of the Real Property Records of Montgomery County, Texas. Title to above said interests have not been investigated subsequent to the execution date of cited instruments.

22. All remaining oil, gas, and other minerals, the royalties, bonuses, rentals and all other rights in connection with same, all of which are expressly excepted here from as the same are reserved by The Woodlands Land Development Company, L.P., by instrument, recorded under County Clerk's File No. 2002-115443 of the Real Property Records of Montgomery County, Texas. Waiver or surface rights as set forth therein. Title to above said interests have not been investigated subsequent to the execution date of cited instruments.

23. All subterranean waters including without limitation all percolating waters and underground reservoirs and all other rights in connection with same are expressly excepted here from and not insured hereunder as the same are reserved in Deed recorded under County Clerk's File No. 2002-115443 of the Real Property Records of Montgomery County, Texas. Waiver of surface rights as set forth therein Title to above said interests have not been investigated subsequent to the execution date of cited instruments.

24. Annual and Benefit Assessment and User Fees payable to Woodlands Commercial Owners Association as set forth in instruments recorded under County Clerk's File Nos. 9357930 and 2002-115442 of the Real Property Records of Montgomery County, Texas.

25. Reciprocal Easement Agreement dated December 20, 2002, recorded under County Clerk's File No. 2002-1 3441 8 of the Real Property Records of Montgomery County, Texas, between College Park Partners, L.P. and Bank One National Association. First Amendment to Reciprocal Easement Agreement dated effective December 20, 2002, recorded under Clerk's File No. 2003-006247 of the Real Property Records of Montgomery County, Texas, between College Park Partners, L.P. and Bank One National Association. Lienholder consent and subordination to Reciprocal Easement dated December 20, 2002, recorded under Clerk's File No. 2002-1 3441 9 of the Real Property Records of Montgomery County, Texas, executed by Woodforest National Bank.

26. Acknowledgement, Assignment and Agreement with Regard to The Reciprocal Access Agreement dated January 6, 2003 recorded under County Clerk's File No. 2003-002046 of the Real Property Records of Montgomery County, Texas, between College Park Partners, LP. and Whataburger, Inc.

27. Acknowledgement, Assignment and Agreement with Regard to The Reciprocal Easement Agreement dated January 15, 2003. recorded under County Clerk's File No. 2003-006401 of the Real Property Records of Montgomery County, Texas, between College Park Partners, L.P, and Luke 242, L.P.

28. Acknowledgement, Assignment, and Agreement with Regard to The Reciprocal Access Agreement dated March 3, 2003, recorded under County Clerk's File No. 2003-023892 of the Real Property Records of Montgomery County, Texas, between College Park Partners, L.P., and Texas Taco Cabana, L.P.

29. Acknowledgement, Assignment and Agreement with Regard to The Reciprocal Access Agreement dated March 31, 2003, recorded under County Clerk's File No. 2003-037255 of the Real Property Records of Montgomery County, Texas, between College Park Partners, L.P. and Taco Bell of America, Inc.

30. Shared Reciprocal Easement Agreement dated January 6, 2003, recorded under County Clerk's File No. 2003-002044 of the Real Property Records of Montgomery County, Texas, between Whataburger, Inc., and College Park Partners, L.P. Assignment and Assumption Agreement dated March 3, 2003, recorded under Clerk's File No. 2003-023893 of the Real Property Records of Montgomery County, Texas, between Texas Taco Cabana, L.P. and College Park Partners, LP.

31. West End Reciprocal Easement Agreement dated Match 31, 2003, recorded under County Clerk's File No. 2003-037256 of the Real Property Records of Montgomery County, Texas, between Taco Bell of America, Inc. and College Park Partners, L.P.

32. Acknowledgement, Assignment and Agreement with Regard to The Reciprocal Easement Agreement dated July 30, 2003, recorded under County Clerk's File No. 2003-090117 of the Real Property Records of Montgomery County, Texas, between College Park Partners, L.P. and Chang Seob Yoon and Joung Young Yoon.

33. Acknowledgement, Assignment and Agreement with Regard to The Reciprocal Easement Agreement dated October 31, 2003, recorded under County Clerk's File No. 2003-137881 of the Real Property Records of Montgomery County, Texas, between College Park Partners, LP. and AmREIT Monthly Income & Growth Fund Ltd.

34. Assignment and Assumption of Lease, effective May 23, 2006, executed by and between St. Luke's - Sadler L.P., as Assignor, and LSAC Woodlands, L.P., as Assignee and recorded under County Clerk's File No. 2006-056825 of the Real property records of Montgomery County, Texas.

35. Assignment and Assumption of Appurtenances effective May 23, 2006, executed by and between St. Luke's - Sadler, L.P., as Assignor, and LSAC Woodlands, LP., as Assignee, and recorded under County Clerk's File No. 2006-056826 of the Real Property Records of Montgomery County, Texas.

36. Deed of Trust executed by LSAC Woodlands L.P. to Jay C. Paxton, Trustee dated June 15, 2006, recorded in 2006-067371 of the Real Proeprty Records of Montgomery County, Texas, securing Mortgage Electronic Registration Systems, Inc., as Nominee for Bank of America in the payment of one note in the principal sum of $7,500,000 due and payable and bearing interest as therein provided and all the terms conditions and stipulations contained therein.

37.           Financing Statement executed by LSAC Woodlands, L.P., Debtor, to Mortgage Electronic Registration System, Inc., as nominee for Bank of America, Secured Party, filed June 15, 2006, recorded in 2006-067372 of the Real Property Records of Montgomery County, Texas.

38. Subordination, Non-disturbance and Attornment Agreement dated June 15, 2006, recorded in 2006-068047 of the Real Property Records of Montgomery County, Texas

Nextel of Texas - 1600 Eberhardt Road, Temple, Texas

1.           Taxes for the year 2007 and subsequent years, which are a lien not yet due and payable.

2.           A permanent easement to the City of Temple recorded in Volume 3210, Page 220,Official Public Records of Real Property of Bell County, Texas, and as shown on plat inCabinet C, Slide 227-D, Plat Records of Bell County, Texas.  (c)

3.           A twenty (20) foot Public Utility Easement (Cabinet C, Slide 130-C), along the east andwest property lines and a fifteen (15) foot Public Utility Easement (Cabinet C, Slide 130-C) along the south property line, as shown on plat in Cabinet C, Slide 227-D, Plat Records of Bell County, Texas.  (d)

4.           A fifteen (15) foot drainage easement through Lot 1, as shown on plat in Cabinet C, Slide227-D, Plat Records of Bell County, Texas.  (e)

5.           Grantor reserves to and for the benefit of Boles Home (formerly known as Boles OrphanHome, and sometimes known as Boles Home, Inc.) one-half (1/2) of all the oil, gas andother minerals, and all the rights incident thereto, as reserved in General Warranty Deed dated June 12, 1997, recorded in Volume 3631, Page 800, Official Public Records of Real Property of Bell County, Texas from Temple Independent School District to Temple Economic Development Corporation.  (f)

6.           Easement dated December 27, 2000, recorded in Volume 4325, Page 501, Official PublicRecords of Real Property of Bell County, Texas, from NBS Temple, LLC, a Delawarelimited liability company to Texas Utilities Company.  (h)

Nextel West Corporation - 6455 State Highway 303 N.E., Bremerton, Washington

1.   ALL TAXES NOT YET DUE AND PAYABLE.

2.   RELINQUISHMENT OF ALL EASEMENTS EXISTING, FUTURE OR POTENTIAL, FOR ACCESS, LIGHT, VIEW AND AIR, AND ALL RIGHTS OF INGRESS, EGRESS AND REGRESS TO, FROM AND BETWEEN THE LAND AND THE HIGHWAY OR HIGHWAYS TO BE CONSTRUCTED ON LAND CONVEYED BY DEED

TO:                                           STATE OF WASHINGTON

DATED:                                           FEBRUARY 28, 1980

RECORDED:                                           APRIL 24, 1980

RECORDING NO.:                                           8004240036

SAID INSTRUMENT PROVIDES FOR "ACCESS ROAD APPROACH" AS SPECIFIED THEREIN.

3.   EASEMENT AND THE TERMS AND CONDITIONS THEREOF:

GRANTEE: PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON/ CORPORATION

PURPOSE: ELECTRIC TRANSMISSION AND/OR DISTRIBUTION LINES

AREA AFFECTED:                                                      A PORTION OF SAID PREMISES

RECORDED:                                                      DECEMBER 28, 1993

RECORDING NO.:                                                      9312280067

4.   EASEMENT AND THE TERMS AND CONDITIONS THEREOF:

GRANTEE: PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON CORPORATION

PURPOSE: ELECTRIC TRANSMISSION AND/OR DISTRIBUTION LINES

AREA AFFECTED: A PORTION OF SAID PREMISES

RECORDED: FEBRUARY 1, 2001

RECORDING NO.: 200102010219 BEING A RE-RECORDING OF RECORDING NO. 3000818

5.   ALL COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OR OTHER SERVITUDES, IF ANY, DISCLOSED BY THE SHORT PLAT RECORDED UNDER RECORDING NO, 3224-478 AND 3224479.

RIGHTS OR BENEFITS, IF ANY, WHICH MAY BE DISCLOSED BY THE RECORDED DOCUMENT(S) ABOVE AFFECTING LAND OUTSIDE THE BOUNDARY DESCRIBED IN SCHEDULE A.

6.   WAIVER OF DAMAGES AS GRANTED TO KITSAP COUNTY BY DEED RECORDED UNDER RECORDING NO. 273016.

7.   COVENANTS, CONDITIONS AND RESTRICTIONS IMPOSED BY INSTRUMENT RECORDED ON FEBRUARY 1, 2001, UNDER RECORDING NO. 200102010220, INCLUDING BUT NOT LIMITED TO RIGHTS OR BENEFITS WHICH MAY BE DISCLOSED AFFECTING LAND OUTSIDE THE BOUNDARY DESCRIBED IN SCHEDULE A.

8.   AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:

RECORDED:                                           FEBRUARY 1, 2002

RECORDING NO.:                                           200102010224

REGARDING:                                           MEMORANDUM OF AGREEMENT

9.   AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:

RECORDED:                                           MARCH 9, 2001

RECORDING NO.:                                           200103090112

REGARDING: CONSENT OF USE OF PUGET SOUND ENERGY, INC., TRANSMISSION LINE RIGHT-OF-WAY

10.   DECLARATION OF COVENANT ASSOCIATED WITH MAINTENANCE AND OPERATION OF STORM. DRAINAGE FACILITIES IMPOSED BY INSTRUMENT RECORDED ON MAY 24, 2001, UNDER RECORDING NO. 200105240028.

11.   EASEMENT AND THE TERMS AND CONDITIONS THEREOF:

PURPOSE:                                           SLOPE, GUARDRAIL AND RETAINING WALL

AREA AFFECTED:                                           A PORTION OF SAID PREMISES

RECORDING NO.                                           200107130270

12.   EASEMENT AND THE TERMS AND CONDITIONS THEREOF:

PURPOSE:                                           WATER SYSTEM

AREA AFFECTED:                                           A PORTION OF SAID PREMISES

RECORDING NO.                                           200108140457

Northrop Grumman Systems Corp. - 3943 Denny Avenue, Pascagoula, Mississippi

1. Add valorem taxes which are not yet due nor payable  (6)

2.           Matters of survey based upon survey prepared by Compton Engineering, P.A. dated 9/22/06.

3. Drainage easement from Vulcan Investment Corp. in favor of State Highway Commission dated 4/7/1972 recorded in Deed Book 429 at page 123. (8)

4. Easement from Vulcan Investment Corp., in favor of the City of Pascagoula dated 4/2/69 recorded in Deed Book 353 at page 216.  (9)

5. Easement from Vulcan Investment Corp., in favor of Jackson County dated March 1965 recorded in Deed Book 272 at page 441, which allows for a ten foot easement for a sewer line.  (10)

6. Temporary easement from Vulcan Investment Corp. in favor of the State Highway Commission dated 9/3/63 recorded in deed book 247 at page 75.  (11)

7. Driveway Permit dated 4/3/63 recorded in Deed Book 239 at Page 75.  (12)

8. Reciprocal Easements, Restrictions and Operations Agreement between Eagle Equity, Ltd., Partnership #2 and K-Mart Corporation dated 6/24/92 recorded in Deed Book 999 at page 840.  (13)

9. Subject to the terms and conditions of an unrecorded lease by and between Northrup Grumman Systems Corporation and LSAC Pascagoula LP.  (14)

Omnipoint Holdings, Inc. (T-Mobile USA, Inc.) - 133 First Park Drive, Oakland, Maine

1. All taxes not yet due and payable.(4)

2. Title to and rights of the public and others entitled thereto in and to any portion of the insured premises located within the bounds of adjacent streets, roads and ways.(5)

3. Terms and conditions of Maine Department of Environmental Protection Site Location of Development Findings of Fact and Order, L-20267-39-A-N/L-20267-31-B-N, dated September 26, 2000 and recorded in Book 6314, Page 135; as affected by Modification Order, dated November 12, 2001 and recorded in Book 6713, Page 103; as affected by Modification Order dated June 17, 2003 and recorded in Book 7490, Page 207; as affected by Modification Order, dated December 22, 2004 and recorded in Book 8265, Page 164.(8)

4. Terms and conditions of Kennebec Regional Development Authority Declaration of Covenants, Restrictions and Performance Standards dated November 29, 2001 and recorded in Book 6714, Page 79; as affected by First Amendment to Declaration of Covenants, Restrictions and Performance Standards, Kennebec Regional Development Authority, dated August 25, 2003 and recorded in Book 7594, Page 298; as affected by Second Amendment to Declaration of Covenants, Restrictions and Performance Standards, Kennebec Regional Development Authority, dated December 17, 2004 and recorded in Book 8246, Page 144.(9)

5. Reservation of rights and easements for detention ponds as set forth in deed to HP Maine, LLC, from Kennebec Regional Development Authority dated December 27, 2004 and recorded in Book 8260, Page 92.(10)

6. Terms and conditions of Easement Agreement between Kennebec Regional Development Authority and HP Maine, LLC, dated December 27, 2004 and recorded in Book 8260, Page 96.(11)

7. Terms and conditions of Lease between HP Maine, LLC, Landlord, and Omnipoint Holdings, Inc., Tenant, as evidenced by a Memorandum of Lease, acknowledged December 22, 2004 and recorded in Book 8260, Page 165, as affected by Assignment and Assumption of Lease and Guaranty with Acquiport Oakland L.P. dated September 9, 2005 and recorded in Book 8593, Page 161, as affected by Subordination Non Disturbance and Attornment Agreement, dated September 23, 2005 and recorded in Book 8623, Page 173.(12)

8. Mortgage and Security Agreement from Acquiport Oakland L.P. to JP Morgan Chase Bank, N.A. dated September 23, 2005 and recorded in Book 8619, Page 1, as assigned to Wells Fargo Bank, N.A. as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13 by Assignment of Mortgage and Security Agreement dated November 29, 2005 and recorded in Book 8805, Page 178.

9. Assignment of Leases and Rents from Acquiport Oakland L.P. to JP Morgan Chase Bank, N.A. dated September 23, 2005 and recorded in Book 8619, Page 62, as assigned to Wells Fargo Bank, N.A. as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13 by Assignment of Mortgage and Security Agreement dated November 29, 2005 and recorded in Book 8805, Page 178.

Owens Corning - 590 Ecology Lane, Chester, South Carolina

1. Taxes for the year 2007 and subsequent years, which are a lien not yet due and payable. (2)

2. Utility lines, poles, wires, terminals, equipment, sewers, manholes, and all other equipment or related improvements shown on that plat prepared for Owens Corning, Lexington Chester Industrial, LLC, JPMorgan Chase Bank, N.A. and Fidelity National Title Insurance Company, prepared by Enfinger & Associates dated July 14, 2005 and revised July 26, 2005. (4)

3.           Right-of-way easement to Duke Power Company dated March 31, 1971 andrecorded on April 2, 1971 in Book 451 at Page 342. (10)

4.           Unrecorded lease from Lexington Chester Industrial, LLC to Owens Corning. (11)

5.           Lease, with option to purchase, from Lexington Chester Industrial to Owens Corning as evidenced by that certain Memorandum of Lease dated January 11, 2000 and recorded on February 17, 2000 in Book 772 at Page 299 and as amended by that certain Amended Memorandum of Lease dated July 21, 2005 and recorded on August 1, 2005 in Book 895 at Page 21. (12)

Owens Corning - 1901 49^th Avenue, Minneapolis, Minnesota

1.           Real estate taxes for 2007 and subsequent years, not yet due and payable.

2.           As to insured easement parcel:

Easement for ingress, egress and utility purposes over Outlot A, Canadian PacificRailway 3^rd Addition as contained in Access Road Easement dated October 16, 2002,filed of record February 6, 2003, as Document No. 7941825. (9)

3.           As to insured easement parcel:

Easement for ingress, egress and utility purposes over Outlot B, Mularke ParkAddition as contained in Access Easement dated October 16, 2002, filed of recordFebruary 6, 2003, as Document No. 7941826. (10)

4.           As to insured easement parcel:

Easement for ingress, egress and utility purposes over a part of Auditor’s Subdivision No.208 as contained in Access Easement dated October 16, 2002, filed of record February 6,2003, as Document No. 7941827. (11)

5.           As to insured easement parcel:

Easement for roadway purposes over part of Auditor’s Subdivision No. 208 as contained in Easement dated October 16, 2002, filed of record February 6, 2003, as Document No. 7941827. (12)

6.           Humboldt Yard-47^th Ave. Common Pond and Storm Water Easement and Agreement

dated as of October 16, 2002, filed of record February 6, 2003, as Document No.

7941827. (13)

7.           Terms and conditions of Lease as evidenced by Memorandum of Lease dated July 10,

2002, filed of record February 6, 2003, as Document No. 7941827, by and between Lexington Minneapolis LLC (Lessor) and Owens Corning (Lessee). (14)

Parkway Chevrolet, Inc. - 25500 SH 249, Tomball, Texas

1.           Taxes for the year 2007 and subsequent years, which are a lien not yet due and payable.

2. The following as dedicated and shown on map recorded under Film Code No. 567073 of

the Map Records of Harris County, Texas: (1) Sanitary sewer easement, being ten (10) feet in width located adjacent to the right of way of Boudreaux Road and (2) Building set back line, being twenty-five (25) feet in width adjacent to the right of way of State Highway 249 and adjacent to the right of way of Boudreaux Road. (a)

3.           Terms, conditions, and stipulations contained in Storm Sewer Easement recordedunderHarris County Clerk’s File No. X603783 and as shown on map recorded under FilmCode No. 567073 of the Map Records of Harris County Texas. (b)

4.           Terms, conditions, and stipulations contained in Water Line Easement recorded underHarris County Clerk’s File No. X603784 and as shown on map recorded under FilmCode No. 567073 of the Map Records of Harris County Texas. (c)

5.           Easements granted to CenterPoint Energy Houston Electric, LLC as set forth ininstrument recorded under Harris County Clerk’s File No. X988694 of the Map Records ofHarris County Texas. (d)

6.           Drainage easement fifteen (15) feet in width on each side of the center line of all naturaldrainage courses as reflected by map recorded under Film Code No. 567073 of the MapRecords of Harris County, Texas. (e)

7.           A 1/96th non-participating royalty interest in all oil, gas and other minerals as set forth byinstrument recorded in Volume 3090, Page 691 of the Deed Records of Harris County,Texas. (f)

8.           A 1/96th non-participating royalty interest in all oil gas and other minerals as set forth byinstrument recorded in Volume 3090, Page 694 of the Deed Records of Harris County,Texas. (g)

9.           A 1/96th non-participating royalty interest in all oil, gas and other minerals as set forth byinstrument recorded in Volume 4140, Page 21 of the Deed Records of Harris County,Texas. (h)

10.           A 2/96th non-participating royalty interest in all oil, gas and other minerals as set forth byinstrument recorded in Volume 4140, Page 35 of the Deed Records of Harris County,Texas.  (i)

11.           All oil, gas and other mineral rights as set forth by instruments recorded under HarrisCounty Clerk’s File Nos. F440295 and 0415077. Surface rights waived as set forth therein.(j)

12.           Terms, conditions, and stipulations contained in Waiver Of Special Appraisal For TheBenefit of Harris County Municipal Utility District No. 368 recorded under HarrisCounty Clerk’s File Nos. W800403 and W800405. (k)

13.           Memorandum of Lease made as of August 25, 2006, between LSAC TOMBALL L.P., aDelaware limited partnership (“Landlord”) and PARKWAY CHEVROLET, INC., aTexas corporation, (^“Tenant”), as filed for record on August 29, 2006 and recorded under Harris County Clerk’s File No. 20060006594. (l)

14.           Subordination, Non-Disturbance and Attornment Agreement dated October 5, 2006 byand between, Bear Stearns Commercial Mortgage, Inc., (Lender), and Parkway Chevrolet,Inc. (Tenant) filed for record on October 18, 2006 under Harris County Clerk’s File No. 20060134557.  (m)

15.           Deed of Trust executed by LSAC Tomball, L.P., to J. Michael Pruitt, Trustee, datedOctober 5, 2006, recorded in/under 20060109800 of the Real Property Records of HarrisCounty, Texas, securing Mortgage Electronic Registration Systems, Inc., in the payment of one note in the principal sum of Nine Million Four Hundred Twenty Five Thousand and 00/100 ($9,425,000.00), due and payable and bearing interest as therein provided; and all the terms, conditions and stipulations contained therein, including, but not limited to, any additional indebtedness, if any, secured by said instrument. Additionally secured

by Assignment of Leases and Rents dated October 5, 2006, recorded in/under 20060109803 of the Real Property Records of Harris County, Texas.

16.           UCC-1 Financing Statement executed by LSAC Tomball, L.P., Debtor, to MortgageElectronic Registration Systems, Inc., as nominee for Bear Stearns CommercialMortgage, Inc., Secured Party, filed October 7, 2006, recorded in/under 20060107700 of the Real Property Records of Harris County, Texas.

18.           Additionally secured by Subordination, Non-Disturbance and Attornment Agreementdated October 5, 2006, recorded in/under 20060134557 of the Real Property Records ofHarris County, Texas.

Seimens Dematic Postal Automation - 1404-1501 Nolan Ryan Parkway, Arlington, Texas

1.           Standby fees, taxes and assessments by any taxing authority not yet due and payable for the year 2007, and subsequent years.

2. The following, all according to plat recorded in Cabinet A, Slide 8673A, of the Plat Records of TARRANT County, Texas:

Water line easement, Ten (10) feet by Twenty (20) feet in width along the West property line(s).

Drainage easement, Twenty (20) feet in width along the running North to South acrross property. property line(s).

Electric easement, Ten (10) feet in width along the North and East property line(s).

Utility easement, Twenty (20) feet in width along the West property line(s).

Sidewalk easement, Three and one-half (3.5) feet in width along the South property line(s).

Gas easement, Ten (10) feet in width along the Easterly property line(s).

Sanitary Sewer easement, Fifteen (15) feet in width along the Easterly property line(s).

Water line easement, Twenty (20) feet by Ten (10) feet in the Southeast corner of subject property.

3. Easement executed by TCDFW SDPA BTS, L.P., a Texas limited partnership, to Ballpark Real Estate, L.P., a Texas limited partnership, dated April 17, 2003, filed April 30, 2003, recorded in/under Volume 16648, Page 295 of the Real Property Records of TARRANT County, Texas.

4. Terms, provisions and conditions of Lease Agreement by and between TCDFW SDPA BTS, L.P., a Texas limited partnership as Lessor and Siemens Dematic Postal Automation, L.P., a Delaware limited partnership as Lessee, dated April 25, 2003, filed April 30, 2003, recorded in/under Volume 16648, Page 298 of the Real Property Records of TARRANT County, Texas.

5. Terms, conditions and stipulations contained in Memorandum of Parking Agreement and Easement Agreement executed by and between Texas Rangers Baseball Partners, a Texas general partnership, and TCDFW SPDA BTS, L.P., a Texas limited partnership and Siemens Dematic Postal Automation, L.P., a Delaware limited partnership, dated April 17, 2003, filed April 30, 2003, recorded in/under Volume 16648, Page 292, and being corrected and refiled in Volume 16817, page 218 of the Real Property Records of TARRANT County, Texas.

6. Terms, conditions and stipulations contained in Access Easement Agreement executed by and between Ballpark Real Estate, L.P., a Texas limited partnership, and TCDFW SDPA BTS, LP, a Texas limited partnership, dated September 16, 2003, filed September 26, 2003, recorded in/under Volume 17245, Page 220 of the Real Property Records of TARRANT County, Texas.

7. Terms, conditions and stipulations contained in Easement Agreement executed by and between Lexington Arlington, LP., a Delaware limited partnership, and TCDFW SDPA BTS, L.P., a Texas limited partnership, dated December ___, 2003, filed December 30, 2003, recorded in/under County Clerk's No. D203473461 of the Real Property Records of TARRANT County, Texas.

8. Easement executed by Siemens Dematic Postal Automatic, L.P., to City of Arlington, dated December 18, 2003, filed March 16, 2004, recorded in/under County Clerk's No. D204078666 of the Real Property Records of TARRANT County, Texas.

Silver Spring Gardens, Inc. (Huntsinger Farms, Inc.) - 2424 Alpine Road, Eau Claire, Wisconsin

1.   All taxes not yet due and payable. (8)

2.   Memorandum of Lease dated April 1, 2007, recorded April 2, 2007 as Document #966748. (10)

3.   Easement granted to Northern States Power Company dated January 16, 1996, recorded January 17, 1996 in Volume 964 of Records on Page 109 as Document #692627. (11)

4.   Building setback lines 50, 25 and 10 foot widths as disclosed by Survey dated February 27, 2007 and revised survey dated March 28, 2007, prepared by Peter Gartmann S-2279 as CADD - /] No. 07014PLN. (12)

SKF USA Inc. - 324 Industrial Park Road, Franklin, North Carolina

1. Taxes for the year 2007, not yet due and payable, and subsequent years.

2. Restrictions, reservation of easements and conditions contained in instrument recorded in Book P-21, Page 1187, Macon County Registry. This policy insures that the restrictions have not been violated and that a future violation thereof will not cause a forfeiture or reversion of title. NOTE: This exception omits any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status or national origin as provided in 42 U.S.C. Sect. 3604, unless and only to the extent that the covenant (a) is not in violation of state or federal law, (b) is exempt under 42 U.S.C. Sect. 3607, or (c) relates to a handicap, but does not discriminate against handicapped people.

3. Unrecorded Lease evidenced by Memorandum of Lease in favor of SKF USA Inc., recorded in Book S-21, Page 1907, Macon County Registry

4. Easement (s) in favor of Nantahala Power and Light Company recorded in Book E-23, Page 122; Book V-16, Page 209; Book T-10, Page 112; and Book E-23, Page 122, Macon County Registry.

5. Right of Way of State Road 1168 and to any portion of the same which lies within the bounds of the land.

6. Easement (s) recorded in Book P-21, Page 1193-1195, Macon County Registry.

7. Easement (s) recorded in Book P-21, Page 1196-1198, Macon County Registry.

8. Easement (s) recorded in Book J-18, Page 436, Macon County Registry.

9. Terms and Conditions of Deed recorded in Book A-19, Page 776-779, Macon County Registry.

10. Right of Way recorded in Book K-11, Page 44; Book T-10, Page 162; Book T-10, Page 163; and Book L-18, Page 108, Macon County Registry.

11. Easement for water lines recorded in Book N-17, Page 484, Macon County Registry.

12. Right of Way for telephone and electric as recorded in Book M-17, Page 373, Macon County Registry.

Sygma Network, Inc. (Sysco Corporation) - 3600 Southgate Drive, Danville, Illinois

1. General Real Estate Taxes for the year 2007, not yet due and payable. (1)

2.           Assignment and Assumption of Lease and Guaranty dated December 21, 2000 andrecorded December 21, 2000 as Document No. 00-15501, made by and betweenGreenwalt L #1, LLC (Assignor) and Lexington Danville LLC (Assignee),assigning Lease between Assignor and The Sygma Network, Inc. (2)

3. Easement dated July 2, 1969 and recorded July 22, 1969 in Book 781 page 421 as Document No. 810856 to Illinois Power Company, its successors and assigns, to erect, reconstruct, operate and maintain an electric transmission line and appurtenances over the West 52 feet of the West Half of the Southwest Quarter EXCEPT the South 30 acres, in Section 18, Township 19 North, Range 10 West of the 2nd P.M., situated in Vermilion County, Illinois. (Affects West 12 feet of premises in question as shown on Survey made by Lowell H. Loving, Illinois Professional Land Surveyor No. 1716, dated April 10, 2000). (7)

4.           Utility easement of 20 feet over, upon and across the North, East, South and Westproperty lines as shown by Survey made by Lowell H. Loving, Illinois ProfessionalLand Surveyor No. 1716, dated December 13, 2000 and included in Trustee’s Deedrecorded May 4, 2000 as Document No. 00-4935. (8)

5.           Easement of Illinois Power Company, an Illinois Corporation, its successors andassigns, for electrical transmission lines and appurtenances, as contained inElectric Easement made by Jeff Greenwalt, President and Thomas W. Fifer,Secretary of Sygma, dated August 17, 2000 and recorded August 28, 2000 as Document No. 00-10835 over, across, under and through a 15 foot strip, the centerline of which shall begin at an existing pole located approximately 280 feet East of the West boundary line and adjacent to the North boundary line of the premises described in Schedule A; thence South approximately 23 degrees East a distance of approximately 230 feet to a point of ending at a pad mounted transformer. (9)

6. Mutual Grant of Easements dated December 13, 2000 and recorded December 13, 2000 and recorded December 13, 2000 as Document No. 00-15216, made by Greenwalt L#1, LLC and the City of Danville, an Illinois Municipal Corporation, granting certain drainage and lift station connections. (10)

Tenneco Automotive Operation Company (Tenneco Automotive Inc.) - 904 Industrial Road, Marshall, Michigan

1. Taxes for the year 2007 and subsequent years, which are a lien not yet due and payable.

2.           Easement granted to Consumers Energy Company recorded in Liber 1821, Page229. (6)

3.           Easements and the terms, conditions and provisions thereof which are recited inEasement Agreement recorded in Liber 2836, Page 27. (7)

4.           Easement to the City of Marshall recorded in Liber 1662, Page 300. (8)

5.           Any provision contained in any instruments of record, which provisions pertain tothe transfer of divisions under Section 109(3) of the Subdivision Control Act of1967, as amended. (9)

6.           Easement for electrical utility purposes vested in Eastern Michigan Power Companyby instrument recorded in Liber 260, Page 582. Subsequently conveyed toConsumers Power Company. (10)

7.           Easements and the terms, conditions and provisions thereof which are recited ininstrument recorded in Liber 825, Page 484. (11)

8.           Rights, if any, of the United States government, the State of Michigan, any othergovernmental entity, riparian owners, the public or private persons existing in orwith respect to the present and past bed, banks, bottomland and waters ofKalamazoo River. (12)

TI Group Automotive Systems, LLC (TI Automotive LTD) - 359 Gateway Drive, Livonia, Georgia

1.           All taxes for the year 2007 and subsequent years which are liens not yet due andpayable. (3)

2.           All matters shown on recorded plat filed in Plat Book 27, page 645, Franklin County,Georgia records, and Plat Book 2-J, page 51, Hart County, Georgia records. (8)

3.           Terms and conditions of Short Form Lease Agreement by and between the JointDevelopment Authority of Franklin, Hart and Stephens Counties and TC HartCounty, LLC (lessee), dated October 1, 2004, filed October 25, 2004, recorded inDeed Book 730, page 136, Franklin County, Georgia records, and filed October 25, 2004, recorded in Deed Book 501, page 287, Hart County, Georgia records; as amended by Amendment to Short Form Lease Agreement dated November 19, 2004, filed November 23, 2004, recorded in Deed Book 734, page 247, Franklin County, Georgia records, and filed November 23, 2004, recorded in Deed Book 504, page 122, Hart County, Georgia records; as affected by Assignment and Assumption of Lease Agreement (Bond Lease) by and between PE/TI Hart County, LLC successor by name change to TC Hart County, LLC (assignor) and Lexington Livonia TI L.P. (assignee), dated August 8, 2005, filed August 10, 2005, recorded in Deed Book 778, page 20, Franklin County, Georgia records, and filed August 10, 2005, recorded in Deed Book 528, page 488, Hart County, Georgia records; and Assignment and Assumption Agreement between PE/TI Hart County, LLC (formerly TC Hart County, LLC) (assignor) and Lexington Livonia TI L.P. (assignee), dated August I, 2005, filed August 11, 2005, recorded in Deed Book 779, page 28, Franklin County, Georgia records, and filed August 11, 2005, recorded in Deed Book 528, page 588, Hart County, Georgia records. (9)

4.           Subordination, Non-Disturbance and Attornment Agreement by and betweenJPMorgan Chase Bank, N.A. and TI Group Automotive Systems, LLC, datedNovember 4, 2005, filed November 8, 2005, recorded in Deed Book 791, page 339,Franklin County records, and filed November 4, 2005, recorded in Deed Book 538, page 272, Hart County records. (10)

5.           Deed to Secure Debt from Lexington Livonia TI L.P. (borrower) and JointDevelopment Authority of Franklin, Hart and Stephens Counties (ground lessor) toJPMorgan Chase Bank, N.A. (lender), dated November 4, 2005, filed November 8,2005, recorded in Deed Book 791, page 247, Franklin County records, and filed November 14, 2005, recorded in Deed Book 538, page 180, Hart County records; in the amount of $10,100,000.00 due December 1, 2020.  As transferred to LaSalle Bank National Association, as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC15, by Assignment dated June 20, 2006, filed August 2, 2006, recorded in Deed Book 834, page 222, Franklin County records, and filed August 2, 2006, recorded indeed Book 562, page 504, Hart County records.

6.           Assignment of Leases and Rents from Lexington Livonia TI L.P. to JPMorgan ChaseBank, N.A., dated November 4, 2005, filed November 8, 2005, recorded in DeedBook 791, page 324, Franklin County records, and filed November 14, 2005,recorded in Deed Book 538, page 257, Hart County records.  As transferred to LaSalle Bank National Association, as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC15, by Assignment dated June 20, 2006, filed August 2, 2006, recorded in Deed Book 834, page 225, Franklin County records, and filed August 2, 2006, recorded in Deed Book 562, page 509, Hart County records.

7. UCC Financing Statement from Lexington Livonia TI L.P., as debtor, to JPMorgan Chase Bank, N.A., as secured party, filed November 8, 2005, recorded in Deed Book 791, page 351, Franklin County records, and filed November 4, 2005, recorded in Deed Book 538, page 284, Hart County records; assigned to LaSalle Bank National Association, as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC15, by Assignment filed August 2, 2006, recorded in Deed Book 834, page 228, Franklin County records, and filed August 2, 2006, recorded in Deed Book 562, page 514, Hart County records.

Time Customer Service, Inc. (Time, Inc.) - 10419 North 30^th Street, Tampa, Florida

1.   All taxes not yet due and payable.(2)

2.   Easement in favor of Tampa Electric Company, dated April 3, 1986 and recorded in Records Book 4880, page 663. (6)

3.   Ordinance No. 9693-A approved August 24, 1987, recorded in Records Book 5211, page 1987 and amended by Ordinance No. 9724-A approved September 25, 1987 recorded in Records Book 5237, page 1064. (7)

4.   Agreement for Access and Utility Easement between Stroh Brewing Company and Opus South Corporation and dated September 18, 1987, recorded in Records Book 5246, page 40. (8)

5.   Notice of Modification to Adopted Development Order, recorded in Records Book 6026, page 665, Records Book 7589, page 1955, and Records Book 8217, page 168. (9)

6.   Deed from Stroh Brewery Company to The Dyson Company and dated December 18, 1985, recorded in Record Book 4709, page 1432. (10)

7.   Deed from Stroh Brewery Company to Opus South Corporation and dated February 13, 1987, recorded in Record Book 5046, page 465. (10)

8.   Special Warranty Deed from Opus South Corporation to North Tampa Associates and dated March 30, 1988, recorded in Record Book 5371, page 39. (11)

9.   Memorandum of Purchase Agreement between North Tampa Associates and Opus South Corporation and dated March 30, 1988, recorded in Records Book 5371, page 44, and amended by  the Partial Release and Amendment of Memorandum of Option between The Stroh Brewery Company and Opus South Corporation and dated October 27, 1988, recorded in Records Book 5537, page 1872.  (12)

TRW, Inc. (Experian Information Solutions, Inc.) - 601 & 701 Experian Parkway, Allen, Texas

1.           Restrictive Covenants recorded in/under Volume 1407, Page 363 of the Real Property Records of Collin County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin.

2.           Standby fees, taxes and assessments by any taxing authority not yet due and payable for the year 2007, and subsequent years.

3.           Easements and Building Setback Lines all as shown on plat recorded in Volume C, Page 567, of the Map Records of Collin County, Texas.

4.           Easement executed by Exxon Corporation, to Texas Power & Light Company, dated October 12, 1981, filed March 17, 1982, recorded in/under Volume 1490, Page 106 of the Real Property Records of Collin County, Texas.

5.           Easement executed by InteCom, Inc., to City of Allen, dated September 30, 1983, filed September 30, 1983, recorded in/under Volume 1744, Page 832 of the Real Property Records of Collin County, Texas.

6.           Terms, provisions and conditions of Lease Agreement by and between Allen Office Investment Limited Partnership, a Texas limited partnership as Lessor and TRW, Inc. as Lessee, as evidenced by Memorandum of Lease, dated April 15, 1993, filed April 15, 1993, recorded in/under County Clerk's File Number 93-0027861 of the Real Property Records of Collin County, Texas.

7.           Assignment and Assumption of lessor's Interest in leases by and between Allen Office Investment Limited partnership, a Texas limited partnership and Wells Operating Partnership, L.P., a Delaware limited partnership, recorded in Volume 5172, page 378 of the Real Property Records of Collin County, Texas.

8.           Easement executed by Allen Office Investment Limited Partnership, a Texas limited partnership, to Texas Utilities, dated July 30, 1993, filed August 6, 1993, recorded in/under County Clerk's File Number 93-0064994 of the Real Property Records of Collin County, Texas.

9.           Easement executed by Allen Office Investment Limited Partnership, a Texas limited partnership, to Texas Utilities, dated June 30, 1998, filed July 20, 1998, recorded in/under Volume 4211, Page 425 of the Real Property Records of Collin County, Texas.

10.           Deed of Trust executed by Lexington Allen L.P. to David S. Hall, Trustee, Dated April 13, 2005 filed April 19, 2005 recorded in Volume 5900, Page 2251 of the Real Property Records of Collin County, Texas, securing JP Morgan Chase Bank, N.A. in the payment of one note in the principal sum of $30,582,338 due and payable and bearing interest as therein provided; and all the terms, conditions and stipulations contained therein.

11.           Said Note and Deed of trust having been assigned to LaSalle Bank National Association as Trustee for the Registered Holders of JP Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP5 by instrument dated December 28, 2005, filed March 2, 2006, recorded in County Clerk’s File Number 20060302000272720 of the Real Property Records of Collin County, Texas.

12.           UCC-1 Financing Statement executed by Lexington Allen L.P., Debtor, to JP Morgan Chase Bank, N.A., Secured Party, filed April 19, 2005, recorded in Volume 5900, Page 2281 of the Real Property Records of Collin County, Texas.

13.           Said Financing Statement being Assigned by document filed March 2, 2006, recorded in County Clerk’s File Number 20060302000272730 of the Real Property Records of Collin County, Texas.

Unisource Worldwide, Inc. - 109 Stevens Street, Jacksonville, Florida

1. All taxes not yet due and payable.

2. Sanitary Sewer Easement between Unijax Realty Company and Winn-Dixie Stores, Inc., dated August 4, 1975 and recorded August 5, 1975, in Official Records Book 3978, Page 437.

3. 40 foot Access Easement as recorded in Official Records Book 6555, Page 858.

4. Reciprocal Easement Agreement recorded in Official Records Book 12333, Page 602.

Voicestream PCS I (T-Mobile USA, Inc.) - 2999 S.W. 6^th Street, Redmond, Oregon

1.           Regulations, including levies, liens, assessments, water and irrigation rights and easements for ditches and canals of the Central Oregon Irrigation District.

2.           Reservations, conditions and restrictions, as set forth in instrument

Recorded:                                May 9, 1980

Document No.:                                321-381, Deed Records

3.           The Right of First Refusal in the above document was terminated by Quitclaim Deed

Recorded:                                May 26, 1993

Document No.:                                300-565, Official Records

4.           Covenants, easements and restrictions, but omitting restrictions, if any, based on race, color, religion, national origin, or physical or mental handicap, imposed by instrument, including the terms and provisions thereof,

Recorded:                                October 21, 1997

Document No.:                                466-1907, Official Records Amended by instrument,

Recorded:                                October 4, 2000

Document No.:                                2000-40325, Official Records Amended by instrument,

Recorded:                                December 6, 2001

Document No.:                                2001-59966, Official Records Amended by instrument,

Recorded:                                September 17, 2003

Document No.:                                2003-64299, Official Records

5.           Access, landscape, pathway and public utility easements as delineated on the recorded plat.

6.           Note regarding access restrictions to Airport Way as delineated on the recorded plat.

7.           Conveyance of landscape easement, including the terms and provisions thereof,

Dated:                      September 17, 2003

Recorded:                                September 19, 2003

Document No.:                                2003-65016, Official Records

8.           Conveyance of Access Easement, including the terms and provisions thereof,

Dated:                      September 17, 2003

Recorded:                                September 19, 2003

Document No.:                                2003-65017, Official Records

9.           Unrecorded lease, including the terms and provisions thereof,

Dated:                      September 15, 2003

Lessor:                      HP Redmond, LLC, a Georgia limited liability company

Lessee:                      Voicestream PCS I LLC, a Delaware limited liability company

10.           Disclosed by :                                Memorandum of Lease

Recorded:                                September 19, 2003

Document No.:                                2003-65021, Official Records

Voicestream PCS II (T-Mobile USA, Inc.) - 9601 Renner Boulevard, Lenexa, Kansas

1. All taxes not yet due and payable. (2)

2. The premises in question lie within the boundaries of the LEC STORM DRAINAGE, LEC RENNER BLVD. and WASTEWATER, and is subject to assessments by reason thereof. (3)

3. Building setback lines, easements and limitations of access as shown on the recorded plat. (4)

4. Right of way granted to Cities Service Gas Company as set forth in the instrument recorded in Misc. Book 24, at Page 306, as partially released by the instrument recorded November 27, 1989, as Document No. 1911070, in Volume 3087, at Page 892, as affected by the instrument recorded September 19, 2001, as Document No. 3300791, in Book 7287, at Page 777 and the instrument recorded October 29, 2001, as Document No. 3316963, in Book 7364, at Page 590. (5)

5. Easement granted to Kansas City Power & Light Company as set forth in the instrument recorded in Misc. Book 35, at Page 111, partially disclaimed by the instrument recorded December 10, 1986, as Document No. 1662469, in Volume 2477, at Page 338 and by the instrument recorded March 16, 1989, as Document No. 1856235, in Volume 2954, at Page 116. (6)

6. Pipeline right of way granted to Cities Service Gas Company as set forth in the instrument recorded as Document No. 478848, in Misc. Book 66, at Page 460, as partially released by the instrument recorded November 27, 1989, as Document No. 1911070, in Volume 3087, at Page 892, as affected by the instrument recorded September 19, 2001, as Document No. 3300791, in Book 7287, at Page 777 and the instrument recorded October 29, 2001, as Document No. 3316963, in Book 7364, at Page 590. (7)

7. Easement condemned by Kansas City Power & Light Company in Suit No. 64443, as set forth in the instrument recorded March 26, 1976, as Document No. 1051560, in Volume 1100, at Page 811. (8)

8. Easement for drainage condemned by the City of Lenexa in Suit No. 88C4749, as set forth in the instrument recorded May 11, 1988, as Document No. 1789607, in Volume 2788, at Page 386. (9)

9. Drainage easement granted to the City of Lenexa as set forth in the instrument recorded May 20, 1988, as Document No. 1791837, in Volume 2793, at Page 960. (10)

10. Permanent Traffic Signal Easement granted to the City of Lenexa as set forth in the instrument recorded December 14, 2000, as Document No. 3188537, in Book 6793, at Page 841. (11)

11. Resolution No. 2001-80 for Renner Ridge street and storm water extension improvements as set forth in the instrument recorded July 10, 2001, as Document No. 3268956, in Book 7150, at Page 489. (12)

12. Permanent drainage easement granted to the City of Lenexa as set forth in the instrument recorded September 27, 2001, as Document No. 3304628, in Book 7303, at Page 833. (13)

13. Permanent landscape and public access easement granted to the City of Lenexa as set forth in the instrument recorded September 27, 2001, as Document No. 3304631, in Book 7303, at Page 842. (14)

14. Right of way granted to Consolidated Main Sewer District of Johnson County as set forth in the instrument recorded October 8, 2001, as Document No. 3308565, in Book 7326, at Page 472. (15)

15. Easement granted to Kansas City Power & Light Company as set forth in the instrument recorded April 8, 2002, as Document No. 3398914, in Book 7753, at Page 361. (16)

16. Easement granted to Kansas City Power & Light Company as set forth in the instrument recorded July 2, 2002, as Document No. 3437232, in Book 7921, at Page 179. (17)

17. Easement granted to Kansas City Power & Light Company as set forth in the instrument recorded July 19, 2004, as Document No. 20040719-0007715, in Book 200407, at Page 007715. (18)

18. The obligations and limitations imposed by the holder of the dominant estate, by the document creating the easement estate, shown as Tract 2 in Schedule A hereof, recorded January 23, 2001, as Document No. 3198702, in Book 6830, at Page 720. (19)

19. Tenancy rights, either as month-to-month, or by virtue of written leases of any person (s) now in possession of any part of the premises in question. (20)

Voicestream PCS II (T-Mobile USA, Inc.) - 3265 East Goldstone Drive, Meridian, Idaho

1. Taxes, including any assessments collected therewith, for the year 2007 which are a lien not yet due and payable.

2. Terms and provisions contained in a City of Meridian Ordinance No. 01-920 recorded July 26, 2001 as Instrument No. 101074954, records of Ada County, Idaho.

3. Terms, provisions, conditions and restrictions contained in the Development Agreement by and between the City of Meridian and Sundance Investments Limited Partnership.

Recorded: October 25, 2001

Instrument No: 101111017

First Addendum to Recitals, Definitions, Conditions, and Final Agreement of the Development Agreement.

Recorded: July 12, 2002

Instrument No: 102078394

First Addendum to Development Agreement with Affidavit of Correctness

Recorded: October 16, 2002

Instrument No: 102119238

4. An easement for the purpose shown below and rights incidental thereto as set forth in a Sanitary Sewer Easement.

Granted to: City of Meridian, Ada County, Idaho

Purpose: operation and maintenance of a sewer line

Recorded: March 19, 2002

Instrument No: 102032101

Affidavit for Correction Sanitary Sewer Easement

Recorded June 24, 2004

Instrument No: 104079946

5. An easement for the purpose shown below and rights incidental thereto as set forth in a Storm Water Drainage Easement.

Granted to: Ada County Highway District, a body politic and corporate of the State of Idaho

Purpose: Storm Water Drainage

Recorded: March 21, 2002

Instrument No: 102033296

6. An easement for the purpose shown below and rights incidental thereto as set forth in a Public Right-of-Way Easement (Sidewalks).

Granted to: Ada County Highway District, a body politic and corporate of the State of Idaho

Purpose: Sidewalks

Recorded: March 21, 2002

Instrument No: 102033298

7. An easement for the purpose shown below and rights incidental thereto as set forth in an Irrigation Easement.

Granted to Silverstone Corporate Center Association

Purpose: operation and maintenance of an irrigation system

Recorded: April 25, 2002

Instrument No: 102047751

Amendment to Irrigation Easement.

Recorded: December 15, 2003

Instrument No: 103206039

8. Easements, reservations, restrictions, and dedications as shown on the official plats of Silverstone Subdivision recorded April 30, 2002 as Instrument No. 102121616, records of Ada County, Idaho.

9. Covenants, Conditions and Restrictions and Easements but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin, unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons as set forth in the document.

Recorded: April 23, 2003

Instrument No: 103067489

10. An easement for the purpose shown below and rights incidental thereto as set forth in a document.

Granted to: Idaho Power Company

Purpose: Public Utilities

Recorded: March 11, 2004

Instrument No: 104027252

11. An unrecorded lease with certain terms, covenants, conditions, options, and provisions set forth therein:

Lessor: HP Boise, LLC, a Georgia limited liability company

Lessee: Voicestream PCS Holdings, LLC, a Delaware limited liability company

Disclosed by: Memorandum of Lease

Recorded: December 15, 2003

Instrument No: 103206046

12. Assignment and Assumption of Lease and Guaranty

Assignor: HP Boise, LLC, a Georgia limited liability company

Assignee: Acquiport Meridian LLC, a Delaware limited liability company

Dated: July 28, 2004

Recorded: July 28, 2004

Instrument No: 104095962

Voicestream PCS II (T-Mobile USA, Inc.) - 3711 San Gabrial, Mission, Texas

1. Standby fees, taxes and assessments by any taxing authority for the year 2007, and subsequent years.

2. Easements, building setbacks and reservations as shown according to the map or plat thereof, recorded in Volume 44, Page 10, Map records Hidalgo County, Texas.

3. Utility Easement and Right of Way dated August 23, 2002, granted to Sharyland Utilities, L.P. recorded under Clerk’s File No. 1115760, Official Records, Hidalgo County, Texas.

4. Utility Easement and Right of Way dated August 23, 2002, granted to Sharyland Utilities, L.P. recorded under Clerk’s File No. 1115761, Official Records, Hidalgo County, Texas.

5. Utility Easement dated March 21, 2003, granted to City of Mission recorded under Clerk’s File No, 1180516., Official Records, Hidalgo County, Texas.

6. Right of Way Easement granted to Hidalgo County Water Control & Improvement District No. 19, recorded in Volume 938, Page 320, Deed Records, Hidalgo County, Texas.

7. Easement in favor of United Irrigation Company recorded in Volume 655, Page 358, Deed Records, Hidalgo County, Texas.

8. Maintenance and/or special assessments payable to Plantation Village Commercial Property Owners Association, Inc., as set out in instrument recorded under Clerk’s File No. 841329, Official Records, Hidalgo County, Texas.

9. Mineral reservations and/or conveyances as set forth by instrument recorded in Volume 955, Page 523, Deed Records, Hidalgo County, Texas; together with all rights incident to the owners and lessees of the minerals.  Title to said interest not checked subsequent to date of aforesaid instrument.

10. Terms, provisions, and conditions of lease by and between Lexington Mission, L.P., as Lessor, and Voicestream PCS II Corporation, as Lessee, dated February 12, 2004, recorded under Clerk’s File No. 1297802, Official Public Records of Hidalgo County, Texas.

11. Zoning and building ordinances in favor of the City of Mission.

Exhibit A

GROUND LEASE ESTOPPEL CERTIFICATE FORM

TO:                 __________________________________

c/o _______________________________

__________________________________

__________________________________

Re: Proposed purchase of leasehold interest in property located at __________________________, _________, __________ (the "Property") pursuant to a Ground Lease dated ______________, ___________("Prime Lease") between the undersigned ("Landlord") and _________________________ ("Tenant") by virtue of that certain Contribution/Purchase and Sale Agreement between __________________ and ________________________ ("Purchaser") dated August __, 2007

Ladies and Gentlemen:

The following statements are made with the knowledge that Purchaser is relying on them in connection with the purchase and assignment of the Tenant's interest in the Prime Lease and, in connection therewith, Purchaser and Tenant and their respective lenders, successors and assigns (collectively, the "Beneficiaries") may rely on them for that purpose.

The undersigned hereby certifies to Purchaser and the other Beneficiaries that the following statements are true, correct and complete as of the date hereof:

1.           The Prime Lease is presently in full force and effect and Tenant is not in default thereunder beyond any applicable notice or cure period.  To the knowledge of the undersigned, no event has occurred that with the giving of notice or the passage of time, or both, would constitute a default under the Prime Lease.

2.           The documents constituting the Prime Lease, as described on Exhibit A attached hereto, constitute the entire agreement between Landlord and Tenant and there has been no amendment, written or oral, to the Prime Lease except as included in Exhibit A.

3.           The term of the Prime Lease commenced on _______________, ____ and, unless sooner terminated in accordance with its terms, the term will end on ____________, with options to extend for successive periods of _______ years each.  Except the foregoing options to extend, if any, there are no termination options, purchase options or rights of first refusal regarding the Property except as set forth in the Prime Lease.

4.           Tenant has not made any payment to Landlord as a security deposit or rental deposit.

5.           To the knowledge of the undersigned, Tenant has not entered into any sublease, assignment or any other agreement transferring any of its interest in the Prime Lease or the Premises, other than ____________________________________ as (sub)tenant.

6.           All exhibits attached hereto are by this reference incorporated fully herein.

7.           The undersigned is duly authorized to execute and deliver this estoppel certificate.

8.           This estoppel certificate is binding upon the undersigned and its successors and assigns and may be relied upon by Purchaser and the other Beneficiaries, and if any mortgage loan encumbering the Property becomes the subject of any securitization, may also be relied upon by the credit rating agency, if any, rating the securities collateralized by the mortgage loan as well as any issuer of such securities and any servicer and/or trustee acting in respect of such securitization.

EXECUTED as of the   day of  , 2007.

_________________________________

By:                                                                

Name:                                                                

Title:                                                                

EXHIBIT A TO GROUND LEASE ESTOPPEL

PRIME LEASE DOCUMENTS

[insert appropriate document list]

Exhibit B

TENANT ESTOPPEL CERTIFICATE FORM

To:                                                                (the “Purchaser”)

c/o Lexington Realty Trust

One Penn Plaza, Suite 4015

New York, New York 10119

Re:           

Ladies and Gentlemen:

The following statements are made with the knowledge that Purchaser, and any party providing financing secured by the Property (together with its successors and assigns, the “Lender”) are relying on them in connection with your purchase of the Property and the assignment to you of the lease referred to below in connection therewith, and you and your successors and assigns and successor owners of the Property as well as Lender and the current Landlord (as hereafter defined) may rely on them for all purposes.

The undersigned (“Tenant”), being the Tenant under the lease referred to in Paragraph 1 below and attached hereto as Schedule 1, covering certain premises (“Leased Premises”) at the Property, hereby certifies to you that the following statements are true, correct and complete as of the date hereof:

1.           Tenant is the tenant under a lease currently with _____________________, as landlord (“Landlord”), dated _____________________ demising to Tenant approximately __________________ square feet at the Property, a true, correct and complete copy of which is attached hereto as Schedule 1. The initial term of the lease commenced on _____________________, and will expire on __________________, exclusive of unexercised renewal options and extension options contained in the lease. There have been no amendments, modifications or revisions to the lease, and there are no agreements of any kind between Landlord and Tenant regarding the Leased Premises, except as provided in the lease or except as set forth on Schedule 1.

The lease, and all amendments and other agreements referred to above, are referred to in the following portions of this letter collectively as the “Lease.”

2.           The Lease has been duly authorized and executed by Tenant and is in good standing and in full force and effect.

3.           Tenant has accepted and is presently occupying the Leased Premises. Neither the Lease nor any interest in it has been assigned, transferred, or mortgaged by Tenant, and no sublease, concession agreement or license covering the Leased Premises, or any portion of the Leased Premises, has been entered into by Tenant, except as follows: (if none, write “none”):________.

4.           Tenant is currently obligated to pay fixed or base rent under the Lease in the annual amount of _____________________________ and __/100 Dollars ($___________), payable in monthly installments of ____________________________ and __/100 Dollars ($_____________).  Rent has been paid under the Lease through June 30, 2007 and no sums have been prepaid to Landlord, either as the last month’s rent or otherwise, except as follows: (if none, write “none”):None.

No sums have been deposited with Landlord other than ___________________ Dollars ($___________) deposited as security under the Lease.  Except as specifically stated in the Lease, Tenant is entitled to no rent concessions, free rent, allowances or other similar compensation in connection with renting the Leased Premises. There is currently no work in progress at the Leased Premises by either Tenant or the Landlord nor is there any work on the Leased Premises currently required of Landlord.

5.           To Tenant’s knowledge, neither Landlord nor Tenant is in default under the Lease beyond any applicable cure period and, to Tenant’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, could result in such a default. Tenant has no knowledge of any setoffs, claims or defenses to enforcement of the Lease in accordance with its terms.

Landlord under the Lease is in full compliance therewith and specifically there exists no default under the Lease.

6.           Without limiting the generality of the statement made in Paragraph 1 above, except as specifically stated in the Lease, Tenant has not been granted: (a) any option to extend the term of the Lease; (b) any option to expand the Leased Premises or to lease additional space within the Property; (c) any right of first refusal on any space at the Property; or (d) any option to terminate the Lease prior to its stated expiration.

7.           Tenant has not been granted any option or right of first refusal to purchase the Leased Premises or the Property or any part thereof, except as set for in Section ___ of the Lease.

8.           Neither Tenant nor any guarantor of Tenant is the subject of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation proceeding, and to the best knowledge of Tenant no such proceeding is contemplated or threatened.

9.           Tenant has not received any notice of any threatened or pending condemnation, eminent domain or other taking of the Leased Premises

Executed this _____ day of ____________________, 2007.

TENANT:

___________________, a___________

By: ________________________________

Its:_________________________________

SCHEDULE 1 TO

TENANT ESTOPPEL CERTIFICATE FORM - GENERAL

LEASE

Exhibit C

FORM OF ASSIGNMENT OF LEASEHOLD INTEREST

UPON RECORDING, PLEASE RETURN TO:

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Assignment”) is made as of [      ] [  ], 2007 between [________________], a [____________________] (“Assignor”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Assignee”).

WHEREAS, Assignee is the ground lessee pursuant to that certain [define ground lease agreement] (together with any and all modifications, extensions, replacements, amendments, renewals and assignments thereof are collectively referred to herein as the “Lease”) relating to certain real property and the improvements thereon (the real property and improvements thereon collectively referred to as the “Property”) located in [___________] more particularly described on Exhibit A attached hereto and incorporated herein by reference;

WHEREAS, Assignor now desires to assign to Assignee the Assignor’s leasehold interest in and to the Property, together with all other rights, title and interest existing under the Lease, including, but not limited to, all of Assignor’s right, title and interest as tenant under the Lease; and

WHEREAS, Assignee, in consideration of Assignor’s assignment, has, except as set forth herein, agreed to assume the obligations and duties of Assignor existing under the Lease as tenant under the Lease arising from and after the date hereof.

NOW, THEREFORE, in consideration of TEN DOLLARS and NO/100THS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.Assignment of Lease.  Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest as tenant under the Lease, together with all credits, deposits, rights of refusal, options (including, but not limited to, any options to purchase or renew set forth in the Lease), benefits, privileges and rights of Assignor under the Lease.

2.Assumption of Lease Obligations.  Assignee hereby accepts the assignment set forth in Section 1 above, and further agrees to assume all of the obligations of Assignor under the Lease arising from and after the date hereof.

2.           Further Assurances.  The parties hereby agree to execute such other documents and perform such other acts as may be reasonably necessary or desirable to carry out the intents and purposes of this Assignment.

3.           Governing Law.  This Assignment shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the State of [_________] without giving effect to the conflict of law principles thereof.

4.           Binding Effect.  This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and assigns.

5.           Execution in Counterparts.  This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed as of the date first above written.

“ASSIGNOR”

[____________________]

By: _____________________________

Name:

Title:

State of New York	)
	)	ss.:
County of . . . . . . .	)

     On the . . . . . . day of . . . . . . in the year . . . . . . before me, the undersigned, personally appeared . . . . . ., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

WITNESS my hand, at office, this ____ day of _________, 2007.

_____________________________

Notary Public

My Commission Expires:

________________________

[Signatures continue on next page.]

“ASSIGNEE”

NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership

By: LMLP GP LLC, it general partner

By: _____________________________

Name:

Title:

State of New York	)
	)	ss.:
County of . . . . . . .	)

     On the . . . . . . day of . . . . . . in the year . . . . . . before me, the undersigned, personally appeared . . . . . ., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

WITNESS my hand, at office, this ____ day of _________, 2007.

_____________________________

Notary Public

My Commission Expires:

________________________

EXHIBIT A TO ASSIGNMENT

LEGAL DESCRIPTION

Exhibit D

FORM OF ASSIGNMENT OF INTEREST

ASSIGNMENT OF INTEREST

THIS ASSIGNMENT OF INTEREST (this “Assignment”) is made as of [      ] [  ], 2007 between The Lexington Master Limited Partnership, a Delaware limited partnership (“Assignor”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

WHEREAS, Assignor is the owner of a 100% [TYPE OF INTEREST] in [ENTITY] (the “Interest”); and

WHEREAS, Assignor desires to assign, transfer and convey all of its right, title and interest in the Interest to the Partnership.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.           Assignment.  Assignor hereby assigns, transfers and sets over to the Partnership the Interest including all capital relating thereto and profits derived therefrom, in each case, free of liens, security interests and encumbrances.  The Partnership hereby accepts such assignment, and assumes all of Assignor’s duties, obligations and rights relating to the Interest on and after the date hereof subject to the terms of the [limited liability company] [limited partnership] agreement of [ENTITY].

2.           Parties Bound.  No party may assign this Assignment without the prior written consent of the other party, and any such prohibited assignment shall be void.  Subject to the foregoing, this Assignment shall be binding upon and inure to the benefit of the respective legal representatives, successors, assigns, heirs, and devisees of the parties.

3.           Governing Law.  This Assignment shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the State of Delaware without giving effect to the conflict of law principles thereof.

4.           Time.  Time is of the essence in the performance of this Assignment.

5.           Execution in Counterparts.  This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Assignment.  To facilitate execution of this Assignment, the parties may execute and exchange by telephone facsimile counterparts of the signature pages

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed as of the date first above written.

THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership

By: Lex GP-1 Trust, its general partner

By: _____________________________

Name:

Title:

NET LEASE STRATEGIC ASSETS FUND L.P., a Delaware limited partnership

By: LMLP GP LLC, it general partner

By: _____________________________

Name:

Title:

Exhibit E

ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE is made this _____ day of ____________, 200, by and between _______________________________ (“Assignor”), and __________________________________ (“Assignee”), with reference to the following facts:

A.           Assignor, as lessor, has entered into the lease described on Exhibit A attached hereto (collectively, the “Lease”) covering certain premises located upon that certain parcel of real property situated in the more particularly described in Exhibit B attached hereto.

B.           Pursuant to the terms of that certain Purchase and Sale Agreement entered into by Assignor and Assignee, dated as of August 10, 2007 (the “Agreement”), Assignor now desires to assign and transfer to Assignee all of Assignor’s interest as lessor in the Lease, subject to the rentals, terms, covenants, obligations, easements and restrictions set forth therein.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein below set forth, it is agreed:

1.           Effective as of the date hereof (the “Effective Date”), Assignor assigns and transfers to Assignee, all of Assignor’s right, title and interest as landlord, accruing after the Effective Date, in and to the Lease, subject to the rentals, terms, covenants, obligations, easements and restrictions set forth in the Lease.

2.           Assignee hereby accepts the assignment of the Lease as of the Effective Date, shall be entitled to all rights and benefits accruing to the landlord thereunder and hereby assumes all obligations thereunder and agrees to be bound by the terms of the Lease, from and after the Effective Date.

3.           Assignor hereby agrees to indemnify and hold harmless Assignee from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) which Assignee incurs under the Lease, and from any and all claims and demands whatsoever which are asserted against Assignee by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions accruing on or before the Effective Date.  If Assignee incurs any such liability, loss, cost, damage or expense under the Lease or in defense against any such claims or demands, the amount thereof (including costs, expenses and reasonable attorneys’ fees) together with interest thereon at the rate of ten percent (10%) per annum from the date any payment is made, shall be reimbursed to Assignee by Assignor immediately upon demand.

4.           Assignee hereby agrees to indemnify and hold harmless Assignor from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) which Assignor incurs under the Lease, and from any and all claims and demands whatsoever which are asserted against Assignor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions accruing after the Effective Date provided not in any way attributable to Assignor.  If Assignor incurs any such liability, loss, cost, damage or expense under the Lease or in defense against any such claims or demands, the amount thereof (including costs, expenses and reasonable attorneys’ fees) together with interest thereon at the rate of ten percent (10%) per annum from the date any payment is made, shall be reimbursed to Assignor by Assignee immediately upon demand.

5.           The indemnity provisions of Sections 3 and 4 herein shall survive for a period of thirty (30) months from the date hereof, and any claim made thereunder must be made within such thirty (30) month period.

6.           The provisions of this instrument shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

7.           This Assignment and Assumption of Lease may be executed in counterparts which taken together shall constitute one and the same instrument.

8.           Assignor hereby covenants that it will, at any time and from time to time, execute any documents and take such additional actions as Assignee or its successors or assigns shall reasonably require in order to more completely or perfectly carry out the transfers intended to be accomplished by this Assignment and Assumption of Lease.

[Signatures on Following Page]

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption of Lease as of the date set forth above.

ASSIGNOR:

______________________________

By:           ________________________

Name:                      ________________________

Its:           ________________________

By:           ________________________

Name:                      ________________________

Its:           ________________________

ASSIGNEE:

______________________________

By:           ________________________

Name:                      ________________________

Its:           ________________________

Exhibit F

______________ __, 2007

VIA FEDEX AND FACSIMILE

[Insert Tenant Notice Address]

Re: Notification Regarding Change of Address and Rent Redirection

Ladies and Gentlemen:

This letter is to notify you, as the tenant of the property located at [Insert property address] (the “Property”), that all notices from you to [Insert Landlord name] (“Landlord”) concerning any matter relating to your lease with Landlord should be sent to Landlord at the address set forth below:

[Insert Address]

From the date of this letter, all rentals and other payments that become due under the terms of your Lease subsequent to the date hereof should be mailed to the address below:

[Insert Address]

If you have any questions regarding this notice, please contact [______________] at (___) ___-____.

Sincerely,

[Insert Landlord Signature block]

EX-99.1

Exhibit 99.1

Contact:

Investor or Media Inquiries, Carol Merriman, VP Investor Relations & Corporate Development

Lexington Realty Trust

Phone: (212) 692-7264 E-mail: cmerriman@lxp.com

FOR IMMEDIATE RELEASE

Monday, August 13, 2007

LEXINGTON REALTY TRUST ANNOUNCES FORMATION OF

CO-INVESTMENT PROGRAM FOR ITS SPECIALTY-USE REAL ESTATE ASSETS

New York, NY – August 13, 2007– Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, today announced that The Lexington Master Limited Partnership has formed a co-investment program, with another real estate investment company, to invest in specialty single-tenant net leased assets in the United States.

The co-investment program is under contract to acquire 53 primarily single-tenant net leased assets from Lexington and its subsidiaries for an aggregate purchase price of $940.0 million (including the assumption of non-recourse first mortgage financing secured by certain of the assets).  The properties contain an aggregate of more than eight million net rentable square feet, and are located in 28 states.  In addition to the 53 assets under contract, the Lexington Master Limited Partnership and its co-investor intend to invest $22.5 million and $127.5 million, respectively, in the co-investment program to acquire additional specialty single-tenant net leased assets.  Assuming mortgage financing of 70% of acquisition cost, the joint venture will acquire up to $1.4 billion of property.

The sale of each of the 53 assets by Lexington and its subsidiaries and the purchase by the co-investment program is subject to satisfaction of conditions precedent to closing, including obtaining financing on certain terms, obtaining certain consents and waivers, the continuing financial solvency of the tenants and certain other customary conditions.  Accordingly, Lexington cannot provide any assurance that the sales by it and its subsidiaries and the acquisition by the co-investment program will be completed.

Comments from Management

Michael L. Ashner, Executive Chairman of Lexington Realty Trust added, “We look forward to developing this co-investment program and are excited by the new relationship.”

T. Wilson Eglin, President and Chief Executive Officer of Lexington Realty Trust stated, “We believe that the capital committed to this co-investment program will allow us to pursue additional growth opportunities that will benefit our shareholders in the near and far term while generating attractive returns.  In addition, the transaction is expected to generate significant capital to redeploy into other investment opportunities.”

ABOUT LEXINGTON REALTY TRUST

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington shares are traded on the New York Stock Exchange under the symbol “LXP”.  Additional information about Lexington is available on-line at www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Lexington's control which may cause actual results, performance or achievements of Lexington to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in Lexington’s most recent annual report on Form 10-K filed with the SEC on March 1, 2007 (the "Form 10-K") and other periodic reports filed with the SEC, including risks related to, (i) the failure to successfully complete the strategic restructuring plan, (ii) the failure to integrate our operations and properties with those of Newkirk Realty Trust, (iii) the failure to continue to qualify as a real estate investment trust, (iv) changes in general business and economic conditions, (v) competition, (vi) increases in real estate construction costs, (vii) changes in interest rates, or (viii) changes in accessibility of debt and equity capital market. Copies of the Form 10-K and the other periodic reports Lexington files with the SEC are available on Lexington’s website at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "estimates," "projects" or similar expressions. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington's expectations will be realized.