FOURTH AMENDMENT TOMASTER REPURCHASE AGREEMENT

EXHIBIT 10.1

FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of May 23, 2006  (this “Amendment”) by and among Goldman Sachs Mortgage Company, as a buyer (“GSMC”), Gramercy Warehouse Funding II LLC, as a seller (“Gramercy”) and GKK Trading Warehouse II LLC, as a seller (“GKK” and together with Gramercy, collectively, “Seller”), amends that certain Master Repurchase Agreement, dated as of January 3, 2005, as amended by that certain First Amendment to Master Repurchase Agreement dated as of June 30, 2005, that Second Amendment to Master Repurchase Agreement, dated as of August 8, 2005 and that Third Amendment to Master Repurchase Agreement, dated as of March 31, 2006 (as amended, the “Repurchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Repurchase Agreement.

RECITAL

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

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.             Facility Amount Increase. The definition of “Facility Amount” shall be deleted in its entirety and replaced with the following:

“ ‘Facility Amount’ shall mean, as of any date of determination, $400,000,000 less the Securities Aggregate Repurchase Price outstanding under the Securities Repurchase Agreement as of such date, provided however, that unless the “Option to Extend” is exercised, from and after the date that is six months after the date of this Amendment (the “Facility Amount Increase Termination Date”), Facility Amount shall mean, as of any date of determination, $200,000,000 less the Securities Aggregate Repurchase Price outstanding under the Securities Repurchase Agreement as of such date.”

2.             Option to Extend.  Provided that no Event of Default shall occur and be continuing, Seller shall have the option (the “Option to Extend”) to amend and restate the definition of Facility Amount Increase Termination Date to be the date that is nine calendar months after the date of this Agreement by providing Buyer written notice ten (10) days prior to the expiration of the initial Facility Amount Increase Termination Date.

3.             Continuing Effect. Except as expressly amended by this Amendment, the Repurchase Agreement and the other Transaction Documents remain in full force and effect in accordance with their respective terms, and are hereby in all respects ratified and confirmed.

4.             References to Repurchase Agreement. All references to the Repurchase Agreement in any Transaction Document or in any other document executed or delivered in connection therewith shall, from and after the execution and delivery of this Amendment, be deemed a reference to the Repurchase Agreement as amended hereby, unless the context expressly requires otherwise.

5.             Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

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

[Signatures appear on the next page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered in their names as of the date first above written.

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