ADMINISTRATION AND ADVISORY AGREEMENT

THIS AGREEMENT , made as of August 2, 2008, among LEX-WIN CONCORD LLC , a Delaware limited liability company (“Lex-Win”), WRP MANAGEMENT LLC , a Delaware limited liability company   (“Management”), and WRP SUB- MANAGEMENT LLC , a Delaware limited liability company   (the “Administrative Manager”)

WHEREAS, Lex-Win is the managing member of Concord Debt Holdings LLC, a Delaware limited liability company  an entity which is in the business of originating and acquiring for their own account whole loans, subordinate interests in whole loans, mezzanine loans and other fixed income real estate investments;

WHEREAS, Management is a wholly-owned subsidiary of Lex-Win and pursuant to that certain Collateral Management Agreement between Concord Real Estate CDO 2006-1, Ltd. (“CDO 2006-1”) and Management (the “Collateral Management Agreement”), Management has been retained as the collateral manager for CDO 2006-1;

WHEREAS, Lex-Win and Management desire to retain the Administrative Manager for the purpose of providing day-to-day management, collateral management and administrative services to Lex-Win and Management as described herein on the terms and conditions hereinafter set forth;

NOW, THEREFORE , in consideration of the premises and of the mutual agreements herein set forth, the parties hereto agree as follows:

“Cause” – means:  (i) the Administrative Manager’s continuous and intentional failure to perform its duties under this Agreement after written notice from Lex-Win or Management to the Administrative Manager of such non-performance; (ii) the Administrative Manager commits any act of gross negligence in the performance of its duties under this Agreement; (iii) the Administrative Manager commits any act of fraud, misappropriation of funds, or embezzlement against the Company; (iv) the Administrative Manager commits any other willful and intentional misconduct which is materially injurious to Lex-Win or Management, monetarily or otherwise; or (v) the Administrative Manager defaults in the performance or observance of any material term, condition or covenant contained in this Agreement to be performed or observed on its part, and such default continues for a period of twenty (20) days after written notice thereof from Lex-Win or Management specifying such default and requesting that the same be remedied within such twenty (20) day period; provided, however, the Administrative Manager shall have an additional sixty (60) days to cure such default if (A) such default cannot reasonably be cured within twenty (20) days but can be cured within eighty (80) days, and (B) the Administrative Manager shall have commenced to cure such default within the initial twenty (20) day period and thereafter diligently proceeds to cure the same within eighty (80) days of the date of the original notice of the default.

“Loan Asset” - means a loan or participations therein (whether mortgage or mezzanine loans), preferred equity in entities holding, directly or indirectly, real property, mortgage backed securities or other assets acquired directly or indirectly by Lex-Win or Concord for which the Administrative Manager provides acquisition services to a Person other than the equity holders of Concord or their affiliates.

“Person” - any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Securitized Entities” – means collateralized debt obligations, collateralized mortgage backed securities and similar securitized entities established by Concord.

“SOX” - The Sarbanes-Oxley Act of 2002.

Subject to the terms and conditions hereinafter set forth, Lex-Win and Management hereby retain the Administrative Manager as its exclusive agent to manage, operate and administer the assets, liabilities and business of Lex-Win and Management and the Administrative Manager hereby agrees to perform each of the duties set forth herein in accordance with the provision of this Agreement.  By its execution and delivery of this Agreement, the Administrative Manager represents and warrants that (i) it is duly organized, validly existing, in good standing under the laws of the state of Delaware and has all requisite power and authority to enter into and perform its obligations under this Agreement, (ii) the person signing this Agreement for the Administrative Manager is duly authorized to execute this Agreement on the Administrative Manager’s behalf, (iii) the execution and delivery of this Agreement by the Administrative Manager and the performance by the Administrative Manager of its obligations hereunder do not violate any provisions of the Administrative Manager’s constituent documents, constitute a breach or default by the Administrative Manager under any material agreement to which the Administrative Manager is a party or cause the Administrative Manager to violate any Federal or New York law, regulation or rule applicable to the Administrative Manager.

3.1       General Responsibility .  Subject to the supervision of Lex-Win and Management, the terms of the Collateral Management Agreement and the Concord Operating Agreement and the limitations on the Administrative Manager’s authority set forth in the Lex-Win Operating Agreement, the Administrative Manager shall:

(i) have the authority to take all such actions on behalf of Lex-Win as has been granted pursuant to Section 3.4 of the Lex-Win Operating Agreement,

(ii) provide all services, perform all duties and take all other actions as may be required for Management to comply with the terms of the Collateral Management Agreement;

(iii) provide executive and administrative personnel, office space and office services required in rendering services to Lex-Win and Management; and

(iv) take all such other action as may be delegated to it by Lex-Win consistent with the foregoing.

3.2       Authority .  The Administrative Manager shall have full discretion and authority pursuant to this Agreement to perform the duties and services specified in Section 3.1 hereof in such manner as the Administrative Manager reasonably considers appropriate subject to the terms and restrictions contained in the Lex-Win Operating Agreement.  The Administrative Manager may execute, in the name and on behalf of Lex-Win all such documents and take all such other actions which the Administrative Manager reasonably considers necessary or advisable to carry out its duties hereunder.

3.3       [intentionally omitted]

3.4       Reporting Requirements .  The Administrative Manager shall prepare and deliver to Lex-Win all reports as may be required by the terms of the Lex-Win Operating Agreement or the Concord Operating Agreement.  As frequently as the Administrative Manager may deem necessary or advisable, or at the direction of Lex-Win, the Administrative Manager shall prepare, or cause to be prepared, with respect to any investment (i) reports and information on the Company’s operations and asset performance and (ii) other information reasonably requested by Lex-Win.

3.5       Devotion of Time; Exclusivity .  The Administrative Manager will provide a management team to deliver the administration and advisory services to Lex-Win and Management hereunder, with the members of such management team devoting such of their time to such services as the Administrative Manager deems reasonably necessary and appropriate for the proper performance of all of the Administrative Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time.  Lex-Win and Management shall have the benefit of the Administrative Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Administrative Manager shall not undertake activities which, in its reasonable judgment, will substantially adversely affect the performance of its obligations under this Agreement.

3.6       Bank Accounts .  At the direction of Lex-Win or Management, the Administrative Manager may establish and maintain as an agent on behalf of Lex-Win, Management or Concord, as the case may be, one or more bank accounts in the name of such entity (any such account, a “Company Account”), collect and deposit funds into any such Company Account and disburse funds from any such Company Account, under such terms and conditions as Lex-Win or Management may approve. The Administrative Manager shall from time-to-time render appropriate accountings of such collections and payments to Lex-Win and Management and, upon request, its auditors.

3.7       Book and Records; Confidentiality .

(i) Records . The Administrative Manager shall maintain appropriate books of account, records data and files (including without limitation, computerized material) (collectively, “Records”) relating to the Company and the investments generated or obtained by the Administrative Manager in performing its obligations under this Agreement, and such Records shall be accessible for inspection by representatives of Lex-Win at any time during normal business hours. The Administrative Manager shall have full responsibility for the maintenance, care and safekeeping of all Records.

(ii) Confidentiality The Administrative Manager shall keep confidential any nonpublic information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement), except with (i) the prior written consent of Lex-Win; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary course of the Company’s business; (iv) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors; or (vi) as required by law or legal process to which the Administrative Manager or any Person to whom disclosure is permitted hereunder is a party. The foregoing shall not apply to information which has previously become available through the actions of a Person other than the Administrative Manager not resulting from Administrative Manager’s violation of this Section 3.7(b). The provisions of this Section 3.7(b) shall survive the expiration or earlier termination of this Agreement for a period of one year.

3.8       Obligations of Administrative Manager; Restrictions .

(i) Internal Control . The Administrative Manager shall (i) establish and maintain (and require property managers and other contractors to establish and maintain) a system of internal accounting and financial controls (including, without limitation, internal controls to safeguard records and to permit the Company and/or its equity holders to comply with the Exchange Act and SOX designed to provide reasonable assurance of the reliability of financial reporting, the effectiveness and efficiency of operations and compliance with applicable laws, (ii) maintain records for each Company investment on a GAAP basis, (iii) develop accounting entries and reports required by the Company to meet its reporting requirements under applicable laws, (iv) consult with Lex-Win with respect to proposed or new accounting/reporting rules identified by the Administrative Manager or Lex-Win and (v) prepare quarterly and annual financial statements as provided in the Lex-Win Operating Agreement and Concord Operating Agreement and general ledger journal entries and other information necessary for the Company’s compliance with applicable laws, including the Exchange Act, Regulation S-X and SOX, in accordance with GAAP and cooperate with the Company’s and/or its equity holders independent accounting firm in connection with the auditing or rev