**Exhibit 10.9**

**THIRD AMENDMENT TO MASTERREPURCHASE AGREEMENT**

THIS THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT,dated as of March __, 2006  (this “Amendment”)by and among Goldman Sachs Mortgage Company, as a buyer (“GSMC”),Gramercy Warehouse Funding II LLC, as a seller (“Gramercy”) and GKKTrading Warehouse II LLC, as a seller (“GKK” and together with Gramercy,collectively, “Seller”), amends that certain Master RepurchaseAgreement, dated as of January 3, 2005, as amended by that certain FirstAmendment to Master Repurchase Agreement dated as of June 30, 2005 andthat Second Amendment to Master Repurchase Agreement, dated as of August __,2005 (as amended, the “Repurchase Agreement”). Capitalized terms usedbut not defined herein shall have the meanings set forth in the RepurchaseAgreement.

RECITAL

WHEREAS, for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Seller and GSMC haveagreed to amend the Repurchase Agreement as provided herein;

NOW, THEREFORE, ITIS AGREED AS FOLLOWS:

1.             Schedule1. Schedule 1 to Annex I to the Repurchase Agreement is hereby deleted inits entirety and replaced with Schedule A-1 attached hereto. Fromand after the date hereof, all references to Schedule 1 in the RepurchaseAgreement shall be deemed to refer to Schedule A-1 attachedhereto.

2.             ContinuingEffect. Except as expressly amended by this Amendment, the RepurchaseAgreement and the other Transaction Documents remain in full force and effectin accordance with their respective terms, and are hereby in all respectsratified and confirmed.

3.             Referencesto Repurchase Agreement. All references to the Repurchase Agreement in anyTransaction Document or in any other document executed or delivered inconnection therewith shall, from and after the execution and delivery of thisAmendment, be deemed a reference to the Repurchase Agreement as amended hereby,unless the context expressly requires otherwise.

4.             GoverningLaw. This Amendment shall be governed by and construed and interpreted inaccordance with the laws of the State of New York.

5.             Counterparts.This Amendment may be executed in any number of counterparts, each of whichwhen so executed and delivered shall be an original, but all of which shallconstitute one and the same instrument.

[Signatures appear on thenext page.]

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed and delivered intheir names as of the date first above written.
|            | **GOLDMAN SACHS MORTGAGE COMPANY****,**a New York limited partnership   |
|------------|------------------------------------------------------------------------------|
|       |                                                                         |   |
|       |                                                                         |   |
|       | By:                                                                          | Goldman Sachs  Real Estate Funding Corp., its |
|       |                                                                         | general partner |
|       |                                                                         |   |
|       |                                                                         |   |
|       | By:                                                                          |   |
|       |                                                                         | Name: |
|       |                                                                         | Title: |
|       |                                                                         |   |
|       |                                                                         |   |
| ** ** | **GRAMERCY  WAREHOUSE FUNDING II LLC,**a Delaware limited liability  company |
| ** ** | ** **                                                                   |
| ** ** | ** **                                                                   |
|       | By:                                                                          | GRAMERCY  INVESTMENT TRUST, a Maryland real estate investment trust |
|       |                                                                         |   |
|       |                                                                         | By: | GKK Capital LP,  a Delaware limited partnership, its sole member and manager |
|       |                                                                         |   |   |
|       |                                                                         |   | By: | GRAMERCY CAPITAL CORP., a Maryland corporation, its  general partner |
|       |                                                                         |   |   |   |
|       |                                                                         |   | By: |   |
|       |                                                                         |   |   | Name: |
|       |                                                                         |   |   | Title |
|       |                                                                         |   |
|       | **GKK TRADING WAREHOUSE II, LLC,**a  Delaware limited liability company      |
|       |                                                                         |   |
|       |                                                                         |   |
|       | By:                                                                          |  GKK TRADING  CORP., its sole member and manager |
|       |                                                                         |   |
|       |                                                                         | By: | GRAMERCY CAPITAL CORP., a Maryland corporation, its  general partner |
|       |                                                                         |   |
|       |                                                                         |   |
|       | By:                                                                          |   |
|       |                                                                         | Name: |
|       |                                                                         | Title: |

 

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