**Exhibit 10.10**

**PRICINGLETTER(SECOND AMENDED AND RESTATED MASTER REPURCHASE FACILITY)**

March 21,2006

GRAMERCY WAREHOUSEFUNDING I LLCc/o SL Green Realty Corp.420 Lexington AvenueNew York, New York 10170Attention: Mr. Hugh Hall

Re:                               SecondAmended and Restated Master Repurchase Agreement, dated as of April 21,2005 (as the same may be amended, restated, supplement or otherwise modifiedand in effect from time to time the “Repurchase Agreement”), by theamong GRAMERCY WAREHOUSE FUNDING I LLC (“GWF-I”) and the additionalsellers from time to time parties thereto (the “Additional Sellers”,together with GWF-I, collectively, the “Sellers”, each, a “Seller”),the buyers from time to time parties thereto (collectively, the “Buyers”each, a “Buyer”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent forthe Buyers (in such capacity, the “Agent”), with Wachovia CapitalMarkets, LLC, as the Sole Lead Arranger.

Ladies and Gentlemen:

                Reference is made to the Repurchase Agreement definedabove. Capitalized terms that are used but not otherwise defined herein shallhave the meanings set forth in the Repurchase Agreement. This letter agreementis delivered to you pursuant to the Repurchase Agreement to set forth certainadditional terms and conditions that have agreed to by the Sellers and theBuyers.

                With respect to each Transaction entered into betweenany Seller and the Agent on behalf of the Buyers pursuant to the RepurchaseAgreement, all terms shall be set forth in the related Confirmation. To theextent not set forth in the related Confirmation, the terms of each transactionshall be as set forth herein. In the event of any conflict between the termsset forth in this letter agreement and the terms set forth in any Confirmation,the terms of such Confirmation shall control.

1.  Definitions.As used herein and in any other Repurchase Document, subject to the precedingparagraph, the following terms shall have the following meanings (all termsdefined in this Section or in other provisions of this letter agreement in thesingular shall have the same meanings when used in the plural and vice versa):

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                “Pricing Rate”: With respect to a MortgageAsset of a certain Class and the applicable Type of Underlying MortgagedProperty, at any date of determination a rate per annum equal to the sum of (a) theEurodollar Rate applicable on such date plus (b) the applicable PricingSpread.

                “Pricing Spread”: With respect to any Transaction,an amount equal to the applicable financing spread specified on Schedule 1hereto in respect of the applicable Classes of Mortgage Assets and the Types ofUnderlying Mortgage Property set forth therein: provided, that (i) withrespect to each such Transaction comprised of more than one (1) Type ofMortgage Asset, the Pricing Spread shall be based upon the Type of UnderlyingMortgage Property on a componentized basis and the weighted average PricingSpread of the related components as of any date of determination, (ii) in the event that such Transactionis comprised of Mortgage Assets each with a corresponding Book Value, thePricing Spread shall be based upon the Type of Underlying Mortgage Property asof any date of determination and (iii) with respect to each PurchasedAsset which is not a Transitional Asset, the Pricing Spread will vary inaccordance with the Purchase Rate selected by the Seller (e.g., a 1.0%reduction in the Purchase Rate will result in a 1bp (0.01%) reduction in thePricing Spread , up to a maximum reduction of 30bp (0.30%). In the case ofMortgage Assets other than Whole Loans and Transitional Assets, if the initialdollar of Purchase Price exposure is reduced to a level that is 20% less thanthe initial dollar LTV listed on Schedule 1 for the related Class andType of Underlying Mortgage Property (e.g., a Purchase Date LTV of 50% ratherthan 70% with a corresponding increase in the DSCR), then the Pricing Spreadshall be reduced by 50bp (0.05%), and if the initial dollar of Purchase Priceexposure is reduced to a level that is 10% less than the initial dollar LTVlisted on Schedule 1 for the related Class and Type of UnderlyingMortgage Property (e.g., a Purchase Date LTV of 60% rather than 70%, with acorresponding increase in the DSCR), then the Pricing Spread shall be reducedby 25bp (0.25%). All such reductions and any other adjustments to the PricingRate shall be determined by the Agent in its sole discretion and shall beconclusive and binding absent manifest error.

                “Purchase Rate”: With respect to anyTransaction, an amount equal to the maximum advance rate specified on Schedule 1hereto in respect of the applicable Classes of Mortgage Assets and the Types ofUnderlying Mortgage Property set forth therein; provided, that (i) inthe event any DSCR criteria applicable to a Mortgage Asset is not satisfied andBuyer nevertheless elects to enter into, or continue, a Transaction in respectof such Mortgage Asset, the applicable Purchase Rate shall be reduced to thelevel at which all applicable DSCR criteria are satisfied and (ii) if, onany date after the one-year anniversary of the Effective Date, the total numberof Mortgage Assets is fewer than five (5), then on such date (and again on eachone-year anniversary of such date) the Purchase Rate applicable to eachMortgage Asset shall be reduced by 5.0% (e.g., from 65% to 60%); provided,further, that the Purchase Rate shall be zero with respect to anyMortgage Asset) which is an REO Property Loan or Distressed Debt, (ii) whichwas not acquired by the Seller in an independent third-party transaction as ofthe related Purchase Date and (iii) for which the Agent has not receivedan appraisal meeting the standards of FIRREA indicating that the last dollar ofthe related Purchase Price will not have an LTV greater than (x) 78% inthe case of RMBS, CMBS and any Mortgage Asset secured by an Underlying MortgageProperty which is not a hotel or (y) 60%, in the case of any MortgageAsset secured by an Underlying Mortgaged Property which is a hotel.

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2.  Amendments.This letter agreement may not be amended nor any provision hereof waived or modifiedexcept by an instrument in writing signed by the Sellers and Buyer.

3.  GoverningLaw. This letter agreement shall be governed by, and construed andinterpreted in accordance with, the laws of the State of New York.

This letteragreement amends, restates and supercedes in it entirely that certain pricingletter agreement, dated April 21, 2005, entered into in respect of theExisting Agreement (as defined in the Repurchase Agreement).

This letteragreement may be executed in any number of counterparts, and by the Sellers,the Buyers and the Agent on separate counterparts, each of which, when soexecuted and delivered, shall be an original, but all of which taken togethershall constitute one and the same document. Delivery of an executed counterpartof this letter agreement by telecopier shall be effective as delivery of amanually counterpart thereof.

Please evidenceyour agreement to the terms of this letter agreement by signing a counterpartof this letter agreement and returning it to the undersigned.

**[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]**

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** **

** **
|   | Sincerely,                                |
|--------|-------------------------------------------|
|   |                                      |   |
|   | **WACHOVIA  BANK, NATIONAL ASSOCIATION,** |
|   |                                      | as the Agent and  sole Buyer |
|   |                                      |   |
|   |                                      |   |
|   | By:                                       |   |
|   |                                      | Name: Joseph F.  Cannon |
|   |                                      | Title: Vice  President |

 
| Agreed to and  accepted:               |
|----------------------------------------|
|                                   |
| **GRAMERCY  WAREHOUSE FUNDING I LLC,** |
| a Maryland  corporation                |
|                                   |
| 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: Hugh Hall |
|                                   |   |   | Title: Chief  Operating Officer |

 

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| **GRAMERCY CAPITAL CORP.,** a Guarantor | ** **                      |
|-----------------------------------------|---------------------------------|
|                                    |                            |   |
|                                    |                            |   |
| By:                                     |                            |   |
|                                    | Name: Joseph F.  Cannon         |   |
|                                    | Title: Chief  Operating Officer |   |

 

 
| **GKK CAPITAL LP,** a Guarantor | ** **                      |
|---------------------------------|---------------------------------|
|                            |                            |   |
|                            |                            |   |
| By:                             |                            |   |
|                            | Name: Joseph F.  Cannon         |   |
|                            | Title: Chief  Operating Officer |   |

 

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