**Exhibit 10.33**

**SECOND AMENDMENT TO LOANAGREEMENT**

**THIS SECOND AMENDMENT TO LOANAGREEMENT**, dated as of February 6, 2007 (this “Amendment”), betweenWACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having anoffice at 301 South College Street, Charlotte, North Carolina 28288 (“Lender”) and GMHCommunities, LP, a Delaware limited partnership, having an address at 10 CampusBoulevard, Newtown Square, PA 19073 (“Borrower”).

**W I T N E S S E T H:**

**WHEREAS**, Lenderand Borrower entered into that certain Loan Agreement dated as of October 2,2006 and amended on October 31, 2006 (as amended and in effect from time totime, the “Loan Agreement”)and

**WHEREAS**,Borrower has requested that the Lender amend certain provisions of the LoanAgreement, and subject to the terms and conditions hereof, Lender is willing todo so.

**NOW THEREFORE**,in consideration of the premises and mutual agreements contained herein and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties hereto hereby agree as follows:

# 1.             Defined Terms. Unlessotherwise defined herein, capitalized terms used herein shall have the meaningsascribed to such terms in the Loan Agreement.

# 2.             Amendments.

## a.             Thedefinition of “Initial MaturityDate” set forth in Section 1.1 of the Loan Agreement ishereby deleted in its entirety and replaced with the following:

### ““Initial Maturity Date” shall mean June 1, 2007.”

## b.             Theintroductory paragraph of Section 2.2.1(b) of the Loan Agreement ishereby deleted in its entirety and replaced with the following:

“Extension of the InitialMaturity Date. Borrower shall have the option to extend the term of the Loan beyond theInitial Maturity Date for either (x) a term of three (3) months (“Extension Option One”)to a date which is the earlier of (1) September 1, 2007 and (2) the datespecified in writing by Borrower which shall not be later than the date that isthree (3) months from the Initial Maturity Date (such date in (1) or (2) is the“Option One Maturity Date”)or (y) for a term of four (4) months (“Extension Option Two”) to October 2, 2007 (eachsuch date, the “Extended MaturityDate” and the period from the Initial Maturity Date throughthe Extended

----

Maturity Date is the “Extension Term”).Borrower may exercise Extension Option One, upon satisfaction of the followingterms and conditions:”

# 3.             Conditions of Effectiveness.Notwithstanding any other provision of this Amendment, it is understood andagreed that this Amendment shall not become effective until the Lender shallhave received duly executed counterparts of this Agreement executed by Lenderand Borrower.

# 4.             Representations and Warranties.Borrower represents and warrants that, after giving effect to this Amendment,the representations and warranties contained in the Loan Agreement and the LoanDocuments are true and correct in all material respects on and as of the datehereof as though made on and as of such date. Borrower represents and warrantsthat, after giving effect to this Amendment, no Default or Event of Default hasoccurred and is continuing, and the execution, delivery and performance of thisAmendment shall not cause or constitute any such Default or Event of Default.

# 5.             Reaffirmation of Guaranty.Each of Guarantor and Mezzanine Property Guarantor consents to the executionand delivery by Borrower of this Amendment and ratifies and confirms the termsof the Guaranty and the Mezzanine Property Guaranty, as applicable, withrespect to the indebtedness now or hereafter outstanding under the LoanAgreement as amended hereby and all promissory notes issued thereunder. Nothingcontained herein to the contrary shall release, discharge, modify, change oraffect the original liability of either the Guarantor or the Mezzanine PropertyGuarantor under the Guaranty or the Mezzanine Property Guaranty, as applicable.

# 6.             Effect of Amendment. Exceptas set forth expressly herein, all terms of the Loan Agreement, as amendedhereby, and the other Loan Documents shall be and remain in full force andeffect and are hereby in all respect ratified and confirmed and shallconstitute the legal, valid, binding and enforceable obligations of Borrower toLender. The execution, delivery and effectiveness of this Amendment shall not,except as expressly provided herein, operate as a waiver of any right, power orremedy of Lender under the Loan Agreement, nor constitute a waiver of anyprovision of the Loan Agreement. This Amendment shall constitute a LoanDocument for all purposes of the Loan Agreement. All references to the “LoanAgreement” in any Loan Document shall mean the Loan Agreement as amendedhereby.

# 7.             Governing Law. ThisAmendment shall be governed by, and construed in accordance with, the internallaws of’ the State of New York and all applicable federal laws of the UnitedStates of America.

# 8.             Costs and Expenses. Borroweragrees to pay on demand all costs and expenses of Lender in connection with thepreparation, execution and delivery of this Amendment, including, withoutlimitation, the reasonable fees and out-of-pocket expenses of outside counselfor Lender with respect thereto.

# 9.             Counterparts. This Amendmentmay be executed by one or more of the parties hereto in any number of separatecounterparts, each of which shall be deemed an original

2

----

# and all of which, takentogether, shall be deemed to constitute one and the same instrument. Each partymay rely upon a facsimile signature of each other party hereto as if it were anoriginal.

# 10.           Binding Nature. This Amendmentshall be binding upon and inure to the benefit of the parties hereto, and theirrespective successors and assigns.

# 11.           Entire Understanding. ThisAmendment sets forth the entire understanding of the parties with respect tothe matters set forth herein, and shall supersede any prior negotiations oragreements, whether written or oral, with respect thereto.

*[Signature Page Follows]*

 

3

----

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed by their duly authorized representatives, all as of the day andyear first above written.
|   | BORROWER:                                                            |                                                                       |
|--------|----------------------------------------------------------------------|----------------------------------------------------------------------------|
|   |                                                                 |                                                                       |
|   |                                                                 |                                                                       |
|   | GMH COMMUNITIES, LP, a Delaware limited partnership                  |
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  | GMH Communities GP Trust, a Delaware statutory  trust, its general partner |
|   |                                                                 |                                                                       |
|   |                                                                 |                                                                       |
|   |                                                                 | By:/s/ Joseph M. Macchione                                                 |
|   |                                                                 | Name: Joseph M. Macchione                                                  |
|   |                                                                 | Title: Vice President                                                      |
|   |                                                                 |                                                                       |
|   |                                                                 |                                                                       |
|   | LENDER:                                                              |
|   |                                                                 |                                                                       |
|   |                                                                 |                                                                       |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION, a national  banking association |
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  | /s/ Rex e. Rudy                                                            |
|   |                                                                 | Name: Rex E. Rudy                                                          |
|   |                                                                 | Title: Managing Director                                                   |
|        |                                                                      |                                                                            |  |  |

 

----

 
|        | GUARANTOR:                     |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | SAVOY VILLAGE ASSOCIATES, LLC  |
|   |                           |
|   |                           |
|   |                           | By:/s/ Joseph M. Macchione |
|   |                           | Name: Joseph M. Macchione |
|   |                           | Title: Vice President |
|   |                           |
|   |                           |
|   | CROYDEN AVENUE ASSOCIATES, LLC |
|   |                           |
|   |                           |
|   |                           | By:/s/ Joseph M. Macchione |
|   |                           | Name: Joseph M. Macchione |
|   |                           | Title: Vice President |
|   |                           |
|   |                           |
|   | MONKS ROAD ASSOCIATES, LLC     |
|   |                           |   |
|   |                           |   |
|   |                           | By:/s/ Joseph M. Macchione |
|   |                           | Name: Joseph M. Macchione |
|   |                           | Title: Vice President |
|   |                           |   |
|   |                           |   |
|   | SOUTH CAROLINA ASSOCIATES, LLC |
|   |                           |   |
|   |                           |   |
|   |                           | By:/s/ Joseph M. Macchione |
|   |                           | Name: Joseph M. Macchione |
|   |                           | Title: Vice President |
|   |                           |   |
|   |                           |   |
|   | RENO ASSOCIATES, LLC           |
|   |                           |   |
|   |                           |   |
|   |                           | By:/s/ Joseph M. Macchione |
|   |                           | Name: Joseph M. Macchione |
|   |                           | Title: Vice President |
|   |                           |   |
|   |                           |   |
|   | DENTON ASSOCIATES, LLC         |
|   |                           |   |
|   |                           |   |
|   |                           | By:/s/ Joseph M. Macchione |
|   |                           | Name: Joseph M. Macchione |
|   |                           | Title: Vice President |

----

 
|        | LANKFORD DRIVE ASSOCIATES, LLC                                  |
|--------|-----------------------------------------------------------------|
|   |                                                            |   |
|   |                                                            |   |
|   |                                                            | By:/s/ Joseph M. Macchione |
|   |                                                            | Name: Joseph M. Macchione |
|   |                                                            | Title: Vice President |
|   |                                                            |   |
|   |                                                            |   |
|   | GMH COMMUNITIES TRUST, a Maryland real estate  investment trust |
|   |                                                            |   |
|   |                                                            |   |
|   |                                                            | By:/s/ Joseph M. Macchione |
|   |                                                            | Name: Joseph M. Macchione |
|   |                                                            | Title: Vice President |
|   |                                                            |   |
|   |                                                            |   |
|   | CLARIZZ BOULEVARD ASSOCIATES INTERMEDIATE, LLC                  |
|   |                                                            |
|   |                                                            |
|   |                                                            | By:/s/ Joseph M. Macchione |
|   |                                                            | Name: Joseph M. Macchione |
|   |                                                            | Title: Vice President0 |
|   |                                                            |   |
|   |                                                            |   |
|   | LAKESIDE ASSOCIATES INTERMEDIATE, LLC                           |
|   |                                                            |
|   |                                                            |
|   |                                                            | By:/s/ Joseph M. Macchione |
|   |                                                            | Name: Joseph M. Macchione |
|   |                                                            | Title: Vice President |
|   |                                                            |   |
|   |                                                            |   |
|   | URBANA ASSOCIATES INTERMEDIATE, LLC                             |
|   |                                                            |
|   |                                                            |
|   |                                                            | By:/s/ Joseph M. Macchione |
|   |                                                            | Name: Joseph M. Macchione |
|   |                                                            | Title: Vice President |

----

 
|        | RED MILE ROAD ASSOCIATES INTERMEDIATE, LLC     |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   |                                           | By:/s/ Joseph M. Macchione |
|   |                                           | Name: Joseph M. Macchione |
|   |                                           | Title: Vice President |
|   |                                           |   |
|   |                                           |   |
|   | BURBANK DRIVE ASSOCIATES INTERMEDIATE III, LLC |
|   |                                           |
|   |                                           |
|   |                                           | By:/s/ Joseph M. Macchione |
|   |                                           | Name: Joseph M. Macchione |
|   |                                           | Title: Vice President |
|   |                                           |   |
|   |                                           |   |
|   | COMMONS DRIVE ASSOCIATES INTERMEDIATE, LLC     |
|   |                                           |
|        |                                           |
|   |                                           | By:/s/ Joseph M. Macchione |
|   |                                           | Name: Joseph M. Macchione |
|   |                                           | Title: Vice President |
|   |                                           |   |
|   |                                           |   |
|   | ABBOTT ROAD ASSOCIATES INTERMEDIATE, LLC       |
|   |                                           |
|   |                                           |
|   |                                           | By:/s/ Joseph M. Macchione |
|   |                                           | Name: Joseph M. Macchione |
|   |                                           | Title: Vice President |
|   |                                           |   |
|   |                                           |   |
|   | CAMPUS VIEW DRIVE ASSOCIATES INTERMEDIATE, LLC |
|   |                                           |
|   |                                           |
|   |                                           | By:/s/ Joseph M. Macchione |
|   |                                           | Name: Joseph M. Macchione |
|   |                                           | Title: Vice President |

----

 
|        | ALEXANDER ROAD ASSOCIATES INTERMEDIATE, LLC   |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   |                                          | By:/s/ Joseph M. Macchione |
|   |                                          | Name: Joseph M. Macchione |
|   |                                          | Title: Vice President |
|   |                                          |   |
|   |                                          |   |
|   | BROWN ROAD ASSOCIATES INTERMEDIATE, LLC       |
|   |                                          |
|   |                                          |
|   |                                          | By:/s/ Joseph M. Macchione |
|   |                                          | Name: Joseph M. Macchione |
|   |                                          | Title: Vice President |
|   |                                          |   |
|   |                                          |   |
|   | KELLER BOULEVARD ASSOCIATES INTERMEDIATE, LLC |
|   |                                          |
|   |                                          |
|   |                                          | By:/s/ Joseph M. Macchione |
|   |                                          | Name: Joseph M. Macchione |
|   |                                          | Title: Vice President |
|   |                                          |   |
|   |                                          |   |
|   | COLLEGE PARK INVESTMENTS LLC                  |
|   |                                          |
|   |                                          |
|   |                                          | By:/s/ Joseph M. Macchione |
|   |                                          | Name: Joseph M. Macchione |
|   |                                          | Title: Vice President |
|   |                                          |   |
|   |                                          |   |
|   | COLLEGE PARK MANAGEMENT, LLC                  |
|   |                                          |
|   |                                          |
|   |                                          | By:/s/ Joseph M. Macchione |
|   |                                          | Name: Joseph M. Macchione |
|   |                                          | Title: Vice President |

 

----

 
|        | COLLEGE PARK MANAGEMENT TRS, INC.     |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   |                                  | By:/s/ Joseph M. Macchione |
|   |                                  | Name: Joseph M. Macchione |
|   |                                  | Title: Vice President |
|   |                                  |   |
|   |                                  |   |
|   | GMH MILITARY HOUSING, LLC             |
|   |                                  |
|   |                                  |
|   |                                  | By:/s/ Joseph M. Macchione |
|   |                                  | Name: Joseph M. Macchione |
|   |                                  | Title: Vice President |
|   |                                  |   |
|   |                                  |   |
|   | GMH MILITARY HOUSING INVESTMENTS, LLC |
|   |                                  |
|   |                                  |
|   |                                  | By:/s/ Joseph M. Macchione |
|   |                                  | Name: Joseph M. Macchione |
|   |                                  | Title: Vice President |
|   |                                  |   |
|   |                                  |   |
|   | GMH COMMUNITIES TRS, INC.             |
|   |                                  |
|   |                                  |
|   |                                  | By:/s/ Joseph M. Macchione |
|   |                                  | Name: Joseph M. Macchione |
|   |                                  | Title: Vice President |
|   |                                  |   |
|   |                                  |   |
|   | GMH COMMUNITIES GP TRUST              |
|   |                                  |
|   |                                  |
|   |                                  | By:/s/ Joseph M. Macchione |
|   |                                  | Name: Joseph M. Macchione |
|   |                                  | Title: Vice President |
|   |                                  |   |
|   |                                  |   |
|   | GMH COMMUNITIES SERVICES, INC.        |
|   |                                  |
|   |                                  |
|   |                                  | By:/s/ Joseph M. Macchione |
|   |                                  | Name: Joseph M. Macchione |
|   |                                  | Title: Vice President |

----

 
|        | MEZZANINE PROPERTY GUARANTOR:               |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | SAVOY VILLAGE ASSOCIATES INTERMEDIATE, LLC  |
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |
|   |                                        |   |
|   |                                        |   |
|   | CROYDEN AVENUE ASSOCIATES INTERMEDIATE, LLC |
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |
|   |                                        |   |
|   |                                        |   |
|   | MONKS ROAD ASSOCIATES INTERMEDIATE, LLC     |
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |
|   |                                        |   |
|   |                                        |   |
|   | SOUTH CAROLINA ASSOCIATES INTERMEDIATE, LLC |
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |
|   |                                        |   |
|   |                                        |   |
|   | RENO ASSOCIATES INTERMEDIATE, LLC           |
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |
|   |                                        |   |
|   |                                        |   |

 

----

 
|        | DENTON ASSOCIATES INTERMEDIATE, LLC         |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |
|   |                                        |   |
|   |                                        |   |
|   | LANKFORD DRIVE ASSOCIATES INTERMEDIATE, LLC |
|   |                                        |
|   |                                        |
|   |                                        | By:/s/ Joseph M. Macchione |
|   |                                        | Name: Joseph M. Macchione |
|   |                                        | Title: Vice President |

 

----