**Exhibit 10.38**

**PROMISSORY NOTE**
| $250,000,000 |   | Charlotte, North  Carolina |
|--------------|--------|----------------------------|
|         |   | October 2, 2006            |

**FOR VALUE RECEIVED**,the GMH COMMUNITIES, LP, having an address at 10 Campus Boulevard, NewtownSquare, Pennsylvania  19073, as maker(individually and collectively, as the context may require, “Borrower”), hereby,jointly and severally, unconditionally promise to pay to the order of **WACHOVIA BANK, NATIONAL ASSOCIATION**, a national bankingassociation having an office at 301 South College Street, Charlotte, NorthCarolina 28288, as payee (“Lender”),or at such other place as the holder hereof may from time to time designate inwriting, the principal sum of Two Hundred Fifty Million and 00/100 Dollars($250,000,000), in lawful money of the United States of America with interestthereon to be computed from the date of this Note at the Applicable InterestRate, and to be paid in accordance with the terms of this Note and that certainLoan Agreement, dated the date hereof, between Borrower and Lender (the “Loan Agreement”).  All capitalized terms not defined hereinshall have the respective meanings set forth in the Loan Agreement.

# **ARTICLE 1– PAYMENT TERMS**

Borrower agrees to paythe principal sum of this Note and interest on the unpaid principal sum of thisNote from time to time outstanding at the rates and on the dates specified inArticle II of the Loan Agreement, and the outstanding balance of the principalsum of this Note and all accrued and unpaid interest thereon shall be due andpayable on the Maturity Date (or such earlier date as may be required pursuantto Section 2.3.2(c) of the Loan Agreement).

# **ARTICLE 2– DEFAULT AND ACCELERATION**

The Debt shall withoutnotice become immediately due and payable at the option of Lender if anypayment required in this Note is not paid on or prior to the date when due(after the expiration of any applicable notice and grace periods) or if notpaid on the Maturity Date or on the happening of any other Event of Default andin addition, upon any such occurrence, Lender shall be entitled to receiveinterest on the entire unpaid principal sum at the Default Rate pursuant to theterms of the Loan Agreement.  ThisArticle 2, however, shall not be construed as an agreement or privilege toextend the date of the payment of the Debt, nor as a waiver of any other rightor remedy accruing to Lender by reason of the occurrence of any Event ofDefault.

# **ARTICLE 3– LOAN DOCUMENTS**

This Note is secured bythe Pledge Agreement, the Guaranty, the Security Instruments and the other LoanDocuments.  All of the terms, covenantsand conditions contained in the Loan Agreement, the Security Instruments, theGuaranty, the Pledge Agreement 

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and the other LoanDocuments are hereby made part of this Note to the same extent and with thesame force as if they were fully set forth herein.  In the event of a conflict or inconsistencybetween the terms of this Note and the Loan Agreement, the terms and provisionsof the Loan Agreement shall govern.

# **ARTICLE 4– SAVINGS CLAUSE**

This Note and the LoanAgreement are subject to the express condition that at no time shall Borrowerbe obligated or required to pay interest on the principal balance of the Loanat a rate which could subject Lender to either civil or criminal liability as aresult of being in excess of the Maximum Legal Rate.  If, by the terms of this Note, the LoanAgreement or the other Loan Documents, Borrower is at any time required orobligated to pay interest on the principal balance due hereunder at a rate inexcess of the Maximum Legal Rate, the Applicable Interest Rate or the DefaultRate, as the case may be, shall be deemed to be immediately reduced to theMaximum Legal Rate and all previous payments in excess of the Maximum LegalRate shall be deemed to have been payments in reduction of principal and not onaccount of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance,or detention of the sums due under the Loan, shall, to the extent permitted byapplicable law, be amortized, prorated, allocated, and spread throughout thefull stated term of the Loan until payment in full so that the rate or amountof interest on account of the Loan does not exceed the Maximum Legal Rate ofinterest from time to time in effect and applicable to the Loan for so long asthe Loan is outstanding.

# **ARTICLE 5– NO ORAL CHANGE**

This Note may not bemodified, amended, waived, extended, changed, discharged or terminated orallyor by any act or failure to act on the part of Borrower or Lender, but only byan agreement in writing signed by the party against whom enforcement of anymodification, amendment, waiver, extension, change, discharge or termination issought.

# **ARTICLE 6– WAIVERS**

Borrower and all otherswho may become liable for the payment of all or any part of the Debt do herebyseverally waive presentment and demand for payment, notice of dishonor, noticeof intention to accelerate, notice of acceleration, protest and notice ofprotest and non payment and all other notices of any kind (except to the extentexpressly provided in the Loan Documents). No release of any security for the Debt or extension of time for paymentof this Note or any installment hereof, and no alteration, amendment or waiverof any provision of this Note, the Loan Agreement or the other Loan Documentsmade by any Person other than Lender shall release, modify, amend, waive,extend, change, discharge, terminate or affect the liability of Borrower, andany other Person who may become liable for the payment of all or any part ofthe Debt, under this Note, the Loan Agreement or the other Loan Documents.  No notice to or demand on Borrower shall bedeemed to be a waiver of the obligation of Borrower or of the right of Lenderto take further action without further notice or demand as provided for in thisNote, the Loan Agreement or the other Loan Documents.  If Borrower is a partnership, the agreementsherein contained shall remain in force and be applicable, notwithstanding anychanges in the 

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individuals or entitiescomprising the partnership, and the term “Borrower,” as used herein, shall include anyalternate or successor partnership, but any predecessor partnership and theirpartners shall not thereby be released from any liability, except as expresslyset forth in the Loan Agreement.  If Borroweris a corporation, the agreements contained herein shall remain in full forceand be applicable notwithstanding any changes in the shareholders comprising,or the officers and directors relating to, the corporation, and the term “Borrower” as used herein,shall include any alternate or successor corporation, but any predecessorcorporation shall not be relieved of liability hereunder, except as expresslyset forth in the Loan Agreement.  IfBorrower is a limited liability company, the agreements herein contained shallremain in force and be applicable, notwithstanding any changes in the memberscomprising the limited liability company, and the term “Borrower” as usedherein, shall include any alternate or successor limited liability company, butany predecessor limited liability company and their members shall not therebybe released from any liability, except as expressly set forth in the LoanAgreement.  (Nothing in the foregoingsentence shall be construed as a consent to, or a waiver of, any prohibition orrestriction on transfers of interests in such partnership, corporation orlimited liability company which may be set forth in the Loan Agreement, theSecurity Instruments or any other Loan Document.)  If Borrower consists of more than one personor party, the obligations and liabilities of each such person or party shall bejoint and several.

# **ARTICLE 7– TRANSFER**

Upon the transfer of thisNote, Borrower hereby waiving notice of any such transfer, Lender may deliverall the collateral mortgaged, granted, pledged or assigned pursuant to the LoanDocuments, or any part thereof, to the transferee who shall thereupon becomevested with all the rights, liabilities and obligations herein or underapplicable law given to Lender with respect thereto, and Lender shallthereafter forever be relieved and fully discharged from any liability orresponsibility in the matter; but Lender shall retain all rights hereby givento it with respect to any liabilities and the collateral not so transferred; provided,however, Borrower shall continue making payments due under this Note tothe Lender named herein until Borrower has received notice of such transfereeand upon receipt of such notice, Borrower shall commence making payments dueunder this Note to such transferee.

# **ARTICLE 8– GOVERNING LAW**

This Note shall begoverned in accordance with the terms and provisions of Section 10.3 of theLoan Agreement.

# **ARTICLE 9– NOTICES**

All notices or otherwritten communications hereunder shall be delivered in accordance with Section10.6 of the Loan Agreement.

# **ARTICLE10 – SEVERABILITY**

Wherever possible, eachprovision of this Note shall be interpreted in such manner as to be effectiveand valid under Applicable Laws, but if any such provision of this Note 

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shall be prohibited by orinvalid under Applicable Laws, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder ofsuch provision or the remaining provisions of this Note.

**[SIGNATURE PAGE IMMEDIATELY FOLLOWS]**

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**IN WITNESS WHEREOF**,Borrower has duly executed this Note as of the day and year first abovewritten.

 
|        | GMH COMMUNITIES, LP, a Delaware limited partnership |
|--------|-----------------------------------------------------|
|   |                                                |   |
|        | By:                                                 | GMH Communities GP Trust, a Maryland real estate  investment trust, its General Partner |
|   |                                                |   |
|   |                                                | By: /s/ Joseph Macchione |   |
|   |                                                | Name: Joseph Macchione |
|   |                                                | Title: Vice President & Secretary |

 

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