**Exhibit 10.37**

**GUARANTY**

This GUARANTY (this “Guaranty”) is executedas of October 2, 2006, by each of the parties that are signatories hereto, eacha “Guarantor”and collectively the “Guarantors”),for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).

WITNESSETH:

WHEREAS, GMH Communities,LP, a Delaware limited partnership (“Borrower”) has become indebted, and may from timeto time be further indebted, to Lender with respect to a revolving loan in themaximum principal amount of $250,000,000 (the “Loan”), $138,641,062.59 of which is beingadvanced on the date hereof and the remainder of which  will be advanced from time to time after thedate hereof in accordance with the Loan Agreement, and which is made pursuant tothat certain Loan Agreement, dated of even date herewith, among Borrower andLender (as same may be amended, restated, replaced, supplemented or otherwisemodified, the “Loan Agreement”);

WHEREAS, the Loan isevidenced by that certain Promissory Note dated of even date herewith, executedby Borrower and payable to the order of Lender in the maximum principal amountof Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the samemay be amended, restated, replaced, supplemented, increased, extended, split orotherwise modified, “Note”);

WHEREAS, Borrower is theowner of 100% of the direct or indirect interests in each Guarantor, and eachGuarantor will directly benefit from Lender’s making the Loan to Borrower;

WHEREAS, as a conditionto Lender’s willingness to make the Loan to Borrower, Lender has requested thatGuarantor enter into this Guaranty in order to irrevocably guaranty, interalia, the payment by Borrower of all of the indebtedness evidenced bythe Note and all of the other obligations and liabilities of Borrower under theNote, the Loan Agreement and the other Loan Documents (as defined in the LoanAgreement) as hereinafter provided and, in order to induce the Lender to makethe Loan and in consideration thereof, Guarantor has agreed to execute and deliverto Lender this Guaranty; and

WHEREAS, in order tosecure their obligations and liabilities under this Guaranty, certain of theGuarantors have executed and delivered to Lender that certain Pledge Agreementdated as of the date hereof from the pledgors named therein for the benefit ofLender (as amended, restated, replaced, supplemented or otherwise modified, the“Pledge Agreement”)granting to Lender a security interest in the Collateral as defined, and moreparticularly described, therein.

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NOW, THEREFORE, as aninducement to Lender to make the Loan to Borrower and to extend such additionalcredit as Lender may from time to time agree to extend under the LoanDocuments, and for other good and valuable consideration, the receipt and legalsufficiency of which are hereby acknowledged, the parties do hereby agree asfollows:

# **ARTICLE I**

# **NATUREAND SCOPE OF GUARANTY**

## Section 1.1             Guaranty of Obligation.  Guarantors hereby jointly and severallyunconditionally and irrevocably guarantee to the Lender the following obligations(the “Guaranteed Obligations”):

### (a)           The due and punctual payment in full (and not merely thecollectibility) of the aggregate principal sum of the Loan, as set forth in theNote and the other Loan Documents and all interest accruing thereon, includingdefault interest, late charge, exit fees and prepayment premiums or fees, ineach case when due and payable, whether on any installment payment date or atthe stated or accelerated maturity, all in accordance with the provisions ofthe Note, the Loan Agreement and the other Loan Documents;

### (b)           The due and punctual payment in full (and not merely thecollectibility) of each other sum or charge which at any time becomes due andpayable in accordance with the provisions of the Note, the Loan Agreement andany of the other Loan Documents;

### (c)           The due and punctual performance of all of the Borrower’sother obligations under the provisions of the Note, the Loan Agreement and theother Loan Documents;

### (d)           The due and punctual payment in full of all sums advanced,including all Additional Advances, and costs and expenses incurred by Lender inconnection with the Loan or any part thereof, any renewal, extension or changeof or substitution for the Loan or any part thereof, whether made or incurredby Borrower or Lender;

### (e)           The due and punctual performance (and not merely thecollectibility) of each obligation of Borrower contained in any renewal,extension, amendment, modification, consolidation, change of or substitution orreplacement for, all or any part of the Note, the Loan Agreement or any otherLoan Document; and

### (f)            The due and punctual payment in full (and not merely thecollectibility) of any and all losses, costs, damages or expenses incurred byLender and arising out of any default by any Guarantor in performing any of itsobligations hereunder or under the Pledge Agreement, or arising out of anydefault by Borrower under the Note, the Loan Agreement or any other LoanDocument regardless of whether such losses, damages or expenses are expresslyprovided for in the provisions thereof, or are then otherwise allowable by law.

If Borrower fails dulyand punctually to pay any of such principal sum, any interest accruing thereon,any other such sum or charge including, without limitation, late 

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charges and prepaymentpremiums, or any such loss, damages or expenses, Guarantors shall jointly andseverally forthwith pay the same, together with interest thereon from the dateon which payment thereof by the Borrower became due at the default rate ofinterest provided in the Loan Agreement.

## Section 1.2             Nature of Guaranty.  This Guaranty is an irrevocable, absolute,continuing guaranty of payment and performance and not a guaranty ofcollection.  This Guaranty may not berevoked by any Guarantor and shall continue to be effective with respect to anyGuaranteed Obligations arising or created after any attempted revocation by anyGuarantor.  The fact that at any time orfrom time to time the Guaranteed Obligations may be increased or reduced shallnot release or discharge the obligation of a Guarantor to Lender with respectto the Guaranteed Obligations.  ThisGuaranty may be enforced by Lender and any subsequent holder of the Note andshall not be discharged by the assignment or negotiation of all or part of theNote.  Notwithstanding the foregoing orany other provision of this Guaranty, the liability of each Guarantorindividually with respect to the Guaranteed Obligations shall be limited to anaggregate amount equal to the lesser of (a) the largest amount that would notrender its obligations hereunder subject to avoidance under Section 548 of theUnited States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., or any comparableprovisions of any applicable state law and (b) the amount set forth for anindividual Guarantor on **Schedule 1.2**attached hereto and incorporated herein (the amount in clause (b), the “AllocatedGuaranty Amount”).

## Section 1.3             Guaranteed Obligations NotReduced by Offset.  The GuaranteedObligations and the liabilities and obligations of Guarantors to Lenderhereunder shall not be reduced, discharged or released because or by reason ofany existing or future offset, claim or defense of Borrower or any other partyagainst Lender or against payment of the Guaranteed Obligations, whether suchoffset, claim or defense arises in connection with the Guaranteed Obligations(or the transactions creating the Guaranteed Obligations) or otherwise.

## Section 1.4             Payment By Guarantor.  If all or any part of the GuaranteedObligations shall not be punctually paid when incurred or when due, asapplicable, whether at demand, maturity, acceleration or otherwise, and afterthe expiration of any applicable cure or grace period under the Loan Agreement,each Guarantor shall, immediately upon demand by Lender and without presentment,protest, notice of protest, notice of non-payment, notice of intention toaccelerate the maturity, notice of acceleration of the maturity or any othernotice whatsoever, pay in lawful money of the United States of America, theamount due on the Guaranteed Obligations to Lender at Lender’s address as setforth herein.  Such demand(s) may be madeat any time coincident with or after the time for payment of all or part of theGuaranteed Obligations and may be made from time to time with respect to the sameor different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance withthe notice provisions hereof.

## Section 1.5             No Duty To Pursue Others.  It shall not be necessary for Lender (andeach Guarantor hereby waives any rights which such Guarantor may have torequire Lender), in order to enforce the obligations of each Guarantorhereunder, first to (i) institute suit or exhaust its remedies against Borroweror others liable on the Loan or the Guaranteed Obligations or any other person,(ii) enforce Lender’s rights against any collateral which shall ever have beengiven to secure the Loan, (iii) enforce Lender’s rights against any other 

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## guarantors of the Guaranteed Obligations,(iv) join Borrower or any others liable on the Guaranteed Obligations in anyaction seeking to enforce this Guaranty, (v) exhaust any remedies available toLender against any collateral which shall ever have been given to secure theLoan, or (vi) resort to any other means of obtaining payment of the GuaranteedObligations. Lender shall not be required to mitigate damages or take any otheraction to reduce, collect or enforce the Guaranteed Obligations.

## Section 1.6             Waivers.  Each Guarantor agrees to the provisions ofthe Loan Documents and hereby waives notice of (i) any loans or advances madeby Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment orextension of the Note, the Loan Agreement or any other Loan Documents, (iv) theexecution and delivery by Borrower and Lender of any other loan or creditagreement or of Borrower’s execution and delivery of any promissory notes orother documents arising under the Loan Documents or in connection with theCollateral, (v) the occurrence of any breach by Borrower or an Event of Default,(vi) Lender’s transfer or disposition of the Guaranteed Obligations, or anypart thereof, (vii) sale or foreclosure (or posting or advertising for sale orforeclosure) of any collateral for the Guaranteed Obligations, (viii) protest,proof of non-payment or default by Borrower, or (ix) any other action at anytime taken or omitted by Lender and, generally, all demands and notices ofevery kind in connection with this Guaranty, the Loan Documents, any documentsor agreements evidencing, securing or relating to any of the GuaranteedObligations and the obligations hereby guarantied.

## Section 1.7             Payment of Expenses.  In the event that a Guarantor should breachor fail to timely perform any provisions of this Guaranty, such Guarantorshall, immediately upon demand by Lender, pay Lender all reasonableout-of-pocket costs and expenses (including court costs and reasonableattorneys’ fees) incurred by Lender in the enforcement hereof or thepreservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment andperformance of the Guaranteed Obligations.

## Section 1.8             Effect of Bankruptcy.  In the event that pursuant to any insolvency,bankruptcy, reorganization, receivership or other debtor relief law or anyjudgment, order or decision thereunder, Lender must rescind or restore anypayment or any part thereof received by Lender in satisfaction of theGuaranteed Obligations, as set forth herein, any prior release or dischargefrom the terms of this Guaranty given to a Guarantor by Lender shall be withouteffect and this Guaranty shall remain in full force and effect. It is theintention of Borrower and each Guarantor that each Guarantor’s obligationshereunder shall not be discharged except by Guarantors’ performance of suchobligations and then only to the extent of such performance.

## Section 1.9             Waiver of Subrogation,Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty anduntil the Debt is paid in full in accordance with the Loan Documents and thisGuaranty, (a) each Guarantor hereby unconditionally and irrevocably waives,releases and abrogates any and all rights it may now or hereafter have underany agreement, at law or in equity (including, without limitation, any law subrogatingthe Guarantor to the rights of Lender), to assert any claim against Borrower orany other party liable for payment of any or all of the Guaranteed Obligationsfor any payment made by the Guarantor under or in connection with this Guarantyand (b) during the occurrence and continuance of an Event of Default, eachGuarantor hereby unconditionally and irrevocably waives, releases and abrogatesany and all rights it may now or hereafter have under any 

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## agreement, at law or in equity to seekcontribution, indemnification or any other form of reimbursement from Borroweror any other party liable for payment of any or all of the GuaranteedObligations for any payment made by each Guarantor under or in connection withthis Guaranty or otherwise.

## Section 1.10           Borrower.  The term “Borrower” as used herein shall include any new orsuccessor corporation, association, partnership (general or limited), limitedliability company joint venture, trust or other individual or organizationformed as a result of any merger, reorganization, sale, transfer, devise, giftor bequest of Borrower or any interest in Borrower.

# **ARTICLEII**

# **EVENTSAND CIRCUMSTANCES NOT REDUCINGOR DISCHARGING GUARANTORS’ OBLIGATIONS**

Each Guarantor herebyconsents and agrees to each of the following and agrees that Guarantors’obligations under this Guaranty shall not be released, diminished, impaired,reduced or adversely affected by any of the following and waives any commonlaw, equitable, statutory or other rights (including without limitation rightsto notice) which a Guarantor might otherwise have as a result of or inconnection with any of the following:

## Section 2.1             Modifications.  Any renewal, extension, increase,modification, alteration or rearrangement of all or any part of the Guaranteed Obligations,the Note, the Loan Agreement, the other Loan Documents, the Pledge Agreement,or any other document, instrument, contract or understanding between Borrowerand Lender or any other parties pertaining to the Guaranteed Obligations or anyfailure of Lender to notify a Guarantor of any such action.

## Section 2.2             Adjustment.  Any adjustment, indulgence, forbearance orcompromise that might be granted or given by Lender to Borrower or anyGuarantor.

## Section 2.3             Condition of Borrower orGuarantor.  The insolvency,bankruptcy, arrangement, adjustment, composition, liquidation, disability,dissolution or lack of power of Borrower, any Guarantor or any other party atany time liable for the payment of all or part of the Guaranteed Obligations;or any dissolution of Borrower or any Guarantor or any sale, lease or transferof any or all of the assets of Borrower or any Guarantor or any changes in theshareholders, partners or members of Borrower or any Guarantor; or anyreorganization of Borrower or any Guarantor.

## Section 2.4             Invalidity of GuaranteedObligations.  The invalidity,illegality or unenforceability of all or any part of the Guaranteed Obligationsor any document or agreement executed in connection with the GuaranteedObligations for any reason whatsoever, including without limitation the factthat (i) the Guaranteed Obligations or any part thereof exceeds the amountpermitted by law, (ii) the act of creating the Guaranteed Obligations or anypart thereof is ultravires, (iii) the officers or representativesexecuting the Note, the Pledge Agreement, the Loan Agreement, this Guaranty,the other Loan Documents or the other Security Documents or otherwise creatingthe Guaranteed Obligations acted in excess of their authority, (iv) the 

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## Guaranteed Obligations violate applicableusury laws, (v) the Borrower has valid defenses, claims or offsets (whether atlaw, in equity or by agreement) which render the Guaranteed Obligations whollyor partially uncollectible from Borrower, (vi) the creation, performance orrepayment of the Guaranteed Obligations (or the execution, delivery andperformance of any document or instrument representing part of the GuaranteedObligations or executed in connection with the Guaranteed Obligations or givento secure the repayment of the Guaranteed Obligations) is illegal,uncollectible or unenforceable, or (vii) the Note, the Loan Agreement, any ofthe other Loan Documents or any of the other Security Documents have beenforged or otherwise are irregular or not genuine or authentic, it being agreedthat each Guarantor shall remain liable hereon regardless of whether Borroweror any other person be found not liable on the Guaranteed Obligations or anypart thereof for any reason.

## Section 2.5             Release of Obligors.  Any full or partial release of the liabilityof Borrower on the Guaranteed Obligations or any part thereof, or of anyco-guarantors, or any other Person now or hereafter liable, whether directly orindirectly, jointly, severally, or jointly and severally, to pay, perform, guaranteeor assure the payment of the Guaranteed Obligations, or any part thereof, itbeing recognized, acknowledged and agreed by each Guarantor that each Guarantormay be required to pay the Guaranteed Obligations in full without assistance orsupport of any other party, and no Guarantor has been induced to enter intothis Guaranty on the basis of a contemplation, belief, understanding oragreement that other parties will be liable to pay or perform the GuaranteedObligations, or that Lender will look to other parties to pay or perform theGuaranteed Obligations.

## Section 2.6             Other Collateral.  The taking or accepting of any othersecurity, collateral or guaranty, or other assurance of payment, for all or anypart of the Guaranteed Obligations.

## Section 2.7             Release of Collateral.  Any release, surrender, exchange,subordination, deterioration, waste, loss or impairment (including withoutlimitation negligent, willful, unreasonable or unjustifiable impairment) of anycollateral, property or security at any time existing in connection with, orassuring or securing payment of, all or any part of the Guaranteed Obligations.

## Section 2.8             Care and Diligence.  The failure of Lender or any other party toexercise diligence or reasonable care in the preservation, protection,enforcement, sale or other handling or treatment of all or any part of anycollateral, property or security, including but not limited to any neglect,delay, omission, failure or refusal of Lender (i) to take or prosecute anyaction for the collection of any of the Guaranteed Obligations or (ii) toforeclose, or initiate any action to foreclose, or, once commenced, prosecuteto completion any action to foreclose upon any security therefor, or (iii) totake or prosecute any action in connection with any instrument or agreementevidencing or securing all or any part of the Guaranteed Obligations.

## Section 2.9             Unenforceability.  The fact that any collateral, security,security interest or lien contemplated or intended to be given, created orgranted as security for the repayment of the Guaranteed Obligations, or anypart thereof, shall not be properly perfected or created, or shall prove to beunenforceable or subordinate to any other security interest or lien, it beingrecognized and agreed by each Guarantor that such Guarantor is not enteringinto this 

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## Guaranty in reliance on, or in contemplationof the benefits of, the validity, enforceability, collectibility or value ofany of the collateral for the Guaranteed Obligations.

## Section 2.10           Offset.  The Guaranteed Obligations and theliabilities and obligations of each Guarantor to Lender hereunder shall not bereduced, discharged or released because of or by reason of any existing orfuture right of offset, claim or defense of Borrower against Lender, or any otherparty, or against payment of the Guaranteed Obligations, whether such right ofoffset, claim or defense arises in connection with the Guaranteed Obligations(or the transactions creating the Guaranteed Obligations) or otherwise.

## Section 2.11           Merger.  The reorganization, merger or consolidationof Borrower into or with any other Person.

## Section 2.12           Preference.  Any payment by Borrower to Lender is held toconstitute a preference under bankruptcy laws or for any reason Lender isrequired to refund such payment or pay such amount to Borrower or someone else.

## Section 2.13           Other Actions Taken or Omitted.  Any other action taken or omitted to be takenwith respect to the Loan Documents or the Security Documents, the GuaranteedObligations, or the security and collateral therefor, whether or not suchaction or omission prejudices any Guarantor or increases the likelihood thatany Guarantor will be required to pay the Guaranteed Obligations pursuant tothe terms hereof, it is the unambiguous and unequivocal intention of eachGuarantor that such Guarantor shall be obligated to pay the GuaranteedObligations when due, notwithstanding any occurrence, circumstance, event,action, or omission whatsoever, whether contemplated or uncontemplated, andwhether or not otherwise or particularly described herein, which obligationshall be deemed satisfied only upon the full and final payment and satisfactionof the Guaranteed Obligations.

# **ARTICLEIII**

# **REPRESENTATIONSAND WARRANTIES**

To induce Lender to enterinto the Loan Documents and the Security Documents and extend credit toBorrower, each Guarantor represents and warrants to Lender as follows:

## Section 3.1             Benefit.  Each Guarantor is 100% directly or indirectlyowned by Borrower, is the sole owner of the Mezzanine Collateral (as defined inthe Loan Agreement) that it owns on the date hereof, if any, and has received,or will receive, direct or indirect benefit from the making of this Guarantywith respect to the Guaranteed Obligations. Each Guarantor has received reasonably equivalent value in exchange forthe making of this Guaranty.

## Section 3.2             Familiarity and Reliance.  Each Guarantor is familiar with, and hasindependently reviewed books and records regarding, the financial condition ofthe Borrower and is familiar with the value of any and all collateral intendedto be created as security for the payment of the Note or GuaranteedObligations; however, no Guarantor is relying on such financial condition orthe collateral as an inducement to enter into this Guaranty.

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## Section 3.3             No Representation By Lender.  Neither Lender nor any other party has madeany representation, warranty or statement to any Guarantor in order to induce aGuarantor to execute this Guaranty.

## Section 3.4             Guarantor’s Financial Condition.  As of the date hereof, and immediately aftergiving effect to this Guaranty and the contingent obligation evidenced hereby,each Guarantor is and will be solvent and has and will have assets which,fairly valued, exceed its obligations, liabilities (including contingentliabilities) and debts, and has and will have property and assets sufficient tosatisfy and repay its obligations and liabilities.

## Section 3.5             Legality.  The execution, delivery and performance byeach Guarantor of this Guaranty and the consummation of the transactionscontemplated hereunder do not and will not contravene or conflict with any law,statute or regulation whatsoever to which a Guarantor is subject or constitutea default (or an event which with notice or lapse of time or both would constitutea default) under, or result in the breach of, any indenture, mortgage, charge,lien, or any contract, agreement or other instrument to which a Guarantor is aparty or which may be applicable to a Guarantor.  This Guaranty is a legal and bindingobligation of each Guarantor and is enforceable in accordance with its terms,except as limited by bankruptcy, insolvency or other laws of generalapplication relating to the enforcement of creditors’ rights.

## Section 3.6             Survival.  All representations and warranties made byGuarantor herein shall survive the execution hereof.

# **ARTICLEIV**

# **SUBORDINATIONOF CERTAIN INDEBTEDNESS**

## Section 4.1             Subordination of All GuarantorClaims.  As used herein, the term “Guarantor Claims”shall mean all debts and liabilities of Borrower to each Guarantor, whethersuch debts and liabilities now exist or are hereafter incurred or arise, orwhether the obligations of Borrower thereon be direct, contingent, primary,secondary, several, joint and several, or otherwise, and irrespective of whethersuch debts or liabilities be evidenced by note, contract, open account, orotherwise, and irrespective of the person or persons in whose favor such debtsor liabilities may, at their inception, have been, or may hereafter be created,or the manner in which they have been or may hereafter be acquired by aGuarantor.  The Guarantor Claims shallinclude without limitation all rights and claims of any Guarantor againstBorrower (arising as a result of subrogation or otherwise) as a result of aGuarantor’s payment of all or a portion of the Guaranteed Obligations.  While any Event of Default is continuing, noGuarantor shall receive or collect, directly or indirectly, from Borrower orany other party any amount upon the Guarantor Claims and no Guarantor shall atany time during the term of the Loan bring any action or proceeding againstBorrower to enforce such Guarantor’s rights to Guarantor Claims.

## Section 4.2             Claims in Bankruptcy.  In the event of receivership, bankruptcy,reorganization, arrangement, debtor’s relief, or other insolvency proceedingsinvolving a Guarantor as debtor, Lender shall have the right to prove its claimin any such proceeding so as to establish its rights hereunder and receivedirectly from the receiver, trustee or other court custodian dividends andpayments which would otherwise be payable upon Guarantor Claims.  

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## Each Guarantor hereby assigns such dividendsand payments to Lender.  Should Lenderreceive, for application against the Guaranteed Obligations, any dividend orpayment which is otherwise payable to a Guarantor and which, as betweenBorrower and such Guarantor, shall constitute a credit against the GuarantorClaims, then, upon payment to Lender in full of the Guaranteed Obligations,such Guarantor shall become subrogated to the rights of Lender to the extentthat such payments to Lender on the Guarantor Claims have contributed towardthe liquidation of the Guaranteed Obligations, and such subrogation shall bewith respect to that proportion of the Guaranteed Obligations which would havebeen unpaid if Lender had not received dividends or payments upon the GuarantorClaims. Until such time as the Debt is repaid in full, in any case commenced byor against Borrower or any of the limited partners or the general partner of Borrowerunder Chapter 11 of the Bankruptcy Code or any similar provision thereof or anysimilar federal or state statute, Lender shall have the exclusive right toexercise any voting rights in respect of Guarantor Claims and no Guarantorshall have the right to, and may not, vote the same; this shall be deemed apresent assignment of Guarantor Claims and the right to vote the same.

## Section 4.3             Payments Held in Trust.  In the event that, notwithstanding anythingto the contrary in this Guaranty, a Guarantor should receive any funds,payment, claim or distribution which is prohibited by this Guaranty, suchGuarantor agrees to hold in trust for Lender an amount equal to the amount ofall funds, payments, claims or distributions so received, and agrees that it shallhave absolutely no dominion over the amount of such funds, payments, claims ordistributions so received except to pay them promptly to Lender, and eachGuarantor covenants promptly to pay the same to Lender.

## Section 4.4             Liens Subordinate.  Each Guarantor agrees that any liens,security interests, judgment liens, charges or other encumbrances upon Borrower’sassets securing payment of the Guarantor Claims shall be and remain inferiorand subordinate to any liens, security interests, judgment liens, charges orother encumbrances upon Borrower’s assets securing payment of the GuaranteedObligations, regardless of whether such encumbrances in favor of such Guarantoror Lender presently exist or are hereafter created or attach.  Without the prior written consent of Lender,no Guarantor shall (i) exercise or enforce any creditor’s right it may haveagainst Borrower, or (ii) foreclose, repossess, sequester or otherwise takesteps or institute any action or proceedings (judicial or otherwise, includingwithout limitation the commencement of, or joinder in, any liquidation,bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforceany liens, mortgage, deeds of trust, security interests, collateral rights,judgments or other encumbrances on assets of Borrower held by such Guarantor.

# **ARTICLE V**

# **MISCELLANEOUS**

## Section 5.1             Waiver.  No failure to exercise, and no delay inexercising, on the part of Lender, any right hereunder shall operate as awaiver thereof, nor shall any single or partial exercise thereof preclude anyother or further exercise thereof or the exercise of any other right.  The rights of Lender hereunder shall be inaddition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consentto departure therefrom, 

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## shall be effective unless in writing and nosuch consent or waiver shall extend beyond the particular case and purposeinvolved.  No notice or demand given inany case shall constitute a waiver of the right to take other action in thesame, similar or other instances without such notice or demand.

## Section 5.2             Notices.  All notices given hereunder shall be inwriting and shall be either hand delivered or mailed, by registered U.S. mail,Return Receipt Requested, first class postage prepaid, to the parties at theirrespective addresses below or at such other address for any party as such partymay designate by notice to the other parties hereto:

| If to Lender:    |   | Wachovia Bank, National Association   |
|------------------|--------|---------------------------------------|
|             |   | One Wachovia  Center                  |
|             |   | 301 South  College Street, NC0172     |
|             |   | Charlotte, NC  28288                  |
|             |   | Attention: Rex  Rudy                  |
|             |   |                                  |
| with a copy to:  |   | Cadwalader, Wickersham & Taft LLP |
|             |   | 227 West Trade  Street                |
|             |   | Suite 2400                            |
|             |   | Charlotte, North  Carolina 28202      |
|             |   | Attention:  Richard Madden, Esq.      |
|             |   |                                  |
| If to Guarantor: |   | c/o GMH Communities, LP               |
|             |   | 10 Campus  Boulevard                  |
|             |   | Newtown Square,  PA 19073             |
|             |   | Attention:  Joseph Macchione          |
|             |   | Facsimile No.:  610-355-8480          |
|             |   |                                  |
| with a copy to:  |   | Morgan, Lewis & Bockius LLP       |
|             |   | 1701 Market  Street                   |
|             |   | Philadelphia, PA  19103               |
|             |   | Attention:  Michael J. Pedrick        |
|             |   | Facsimile No.:  215-963-5001          |

 

## Section 5.3             Governing Law; Submission toJurisdiction.  This Guaranty shall begoverned by and construed in accordance with the laws of the State of New Yorkand the applicable laws of the United States of America.  Any legal suit, action or proceeding againstLender or a Guarantor arising out of or relating to this Guaranty may at Lender’soption be instituted in any Federal or State court in the City of New York, Countyof New York, pursuant to Section 5-1402 of the New York General Obligations Lawand each Guarantor waives any objections which it may now or hereafter havebased on venue and/or forum non conveniens of any such suit, action orproceeding, and each Guarantor hereby irrevocably submits to the jurisdictionof any such court in any suit, action or proceeding.  Each Guarantor does hereby designate andappoint:

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##  

|        | Capitol Services, Inc.      |
|--------|-----------------------------|
|   | 40 Colvin Avenue, Suite 200 |
|   | Albany, NY 12206            |

as its authorized agentto accept and acknowledge on its behalf service of any and all process whichmay be served in any such suit, action or proceeding in any Federal or Statecourt in New York, New York, and agrees that service of process upon said agentat said address and written notice of said service mailed or delivered to suchGuarantor in the manner provided herein shall be deemed in every respecteffective service of process upon such Guarantor in any such suit, action orproceeding in the State of New York.

## Section 5.4             Invalid Provisions.  If any provision of this Guaranty is held tobe illegal, invalid, or unenforceable under present or future laws effectiveduring the term of this Guaranty, such provision shall be fully severable andthis Guaranty shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a part of this Guaranty, and theremaining provisions of this Guaranty shall remain in full force and effect andshall not be affected by the illegal, invalid or unenforceable provision or byits severance from this Guaranty, unless such continued effectiveness of thisGuaranty, as modified, would be contrary to the basic understandings andintentions of the parties as expressed herein.

## Section 5.5             Amendments.  This Guaranty may be amended only by aninstrument in writing executed by the party or an authorized representative ofthe party against whom such amendment is sought to be enforced.

## Section 5.6             Parties Bound; Assignment; Jointand Several.  This Guaranty shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors, assigns and legal representatives; provided, however,that no Guarantor may, without the prior written consent of Lender, assign anyof its rights, powers, duties or obligations hereunder.  If any Guarantor consists of more than oneperson or party, the obligations and liabilities of each such person or partyshall be joint and several.

## Section 5.7             Headings.  Section headings are for convenience ofreference only and shall in no way affect the interpretation of this Guaranty.

## Section 5.8             Recitals.  The recital and introductory paragraphshereof are a part hereof, form a basis for this Guaranty and shall beconsidered primafacie evidence of the facts and documentsreferred to therein.

## Section 5.9             Counterparts.  To facilitate execution, this Guaranty may beexecuted in as many counterparts as may be convenient or required.  It shall not be necessary that the signatureof, or on behalf of, each party, or that the signature of all persons requiredto bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument.  It shall not be necessary in making proof ofthis Guaranty to produce or account for more than a single counterpartcontaining the respective signatures of, or on behalf of, each of the partieshereto. Any signature page to any counterpart may be detached from suchcounterpart without impairing the legal effect of the signatures thereon andthereafter attached to another counterpart identical thereto except havingattached to it additional signature pages.

11

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## Section 5.10           Rights and Remedies.  If any Guarantor becomes liable for anyindebtedness owing by Borrower to Lender, by endorsement or otherwise, otherthan under this Guaranty, such liability shall not be in any manner impaired oraffected hereby and the rights of Lender hereunder shall be cumulative of anyand all other rights that Lender may ever have against such Guarantor.  The exercise by Lender of any right or remedyhereunder or under any other instrument, or at law or in equity, shall notpreclude the concurrent or subsequent exercise of any other right or remedy.

## Section 5.11           Other Defined Terms.  Any capitalized term utilized herein shallhave the meaning as specified in the Loan Agreement, unless such term isotherwise specifically defined herein.

## **Section5.12         Entirety.  THIS GUARANTY EMBODIES THE FINAL, ENTIREAGREEMENT OF GUARANTORS AND LENDER WITH RESPECT TO GUARANTORS’ GUARANTY OF THEGUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTORS AND LENDER AS A FINAL ANDCOMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALINGBETWEEN ANY GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES,AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS ORDISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TOCONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTYAGREEMENT.  THERE ARE NO ORAL AGREEMENTSBETWEEN ANY GUARANTOR AND LENDER.**

## **Section5.13         Waiver of Right To TrialBy Jury.  EACH GUARANTOR HEREBYAGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, ANDWAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALLNOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE MORTGAGE,THE LOAN AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OROTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILYBY EACH GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE ANDEACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISEACCRUE.  LENDER IS HEREBY AUTHORIZED TOFILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THISWAIVER BY EACH GUARANTOR.**

## Section 5.14           Cooperation.  Each Guarantor acknowledges that Lender andits successors and assigns may (i) sell this Guaranty, the Note, the PledgeAgreement, Security Documents and other Loan Documents to one or more investorsas a whole loan, (ii) participate the Loan secured by this Guaranty to one ormore investors, (iii) deposit this Guaranty, the Note, the Pledge Agreement,Security Documents and other Loan Documents with a trust, which trust 

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## may sell certificates to investors evidencingan ownership interest in the trust assets, or (iv) otherwise sell the Loan orinterest therein to investors (the transactions referred to in clauses (i)through (iv) are hereinafter each referred to as “Secondary Market Transaction”).  Each Guarantor shall reasonably cooperatewith Lender in effecting any such Secondary Market Transaction and shallreasonably cooperate to implement all requirements imposed by any Ratinginvolved in any Secondary Market Transaction. Each Guarantor shall make available to Lender all non-confidential,non-proprietary information and documents concerning its business andoperations that Lender may reasonably request. Lender shall be permitted to share all such information with theinvestment banking firms, Rating Agencies, accounting firms, law firms andother third-party advisory firms involved with the Loan, the Pledge Agreement,the Security Documents and the Loan Documents or the applicable SecondaryMarket Transaction.  It is understoodthat the information provided by any Guarantor to Lender may ultimately beincorporated into the offering documents for the Secondary Market Transactionand thus various investors may also see some or all of the information.  Lender and all of the aforesaid third-partyadvisors and professional firms shall be entitled to rely on the informationsupplied by, or on behalf of, any Guarantor in the form as provided by suchGuarantor.  Lender may publicize theexistence of the Loan in connection with its marketing for a Secondary MarketTransaction or otherwise as part of its business development.

## Section 5.15           Reinstatement in CertainCircumstances.  If at any time anypayment of the principal of or interest under the Note or the IndemnityGuaranty or any other amount payable by the Borrower or any Guarantor under theLoan Documents or the Security Documents is rescinded or must be otherwiserestored or returned upon the insolvency, bankruptcy or reorganization of theBorrower or otherwise, such Guarantor’s obligations hereunder with respect tosuch payment shall be immediately reinstated as though such payment has beendue but not made at such time.

## Section 5.16           Joint and Several Liability.  If any Guarantor consists of more than oneperson or party, the obligations and liabilities of each such person or partyhereunder shall be joint and several.

**[SIGNATURE PAGES IMMEDIATELY FOLLOW]**

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This GUARANTY is executedas of the day and year first above written.
|        |   | GUARANTOR:                                                 |                            |
|--------|--------|------------------------------------------------------------|---------------------------------|
|   |   |                                                       |                            |   |
|   |   | COLLEGE PARK INVESTMENTS LLC, a                            |                            |
|   |   | Delaware limited liability company                         |                            |
|   |   |                                                       |                            |
|   |   |                                                       |                            |
|   |   | By:                                                        | /s/ John Ferer                  |   |
|   |   |                                                       | Name: John Ferer                |   |
|   |   |                                                       | Title: Assistant Vice President |   |
|   |   |                                                       |                            |   |
|   |   |                                                       |                            |   |
|   |   | COLLEGE PARK MANAGEMENT LLC,                               |                            |
|   |   | a Delaware limited liability company                       |                            |
|   |   |                                                       |                            |   |
|   |   |                                                       |                            |   |
|   |   | By:                                                        | /s/ John Ferer                  |   |
|   |   |                                                       | Name: John Ferer                |   |
|   |   |                                                       | Title: Assistant Vice President |   |
|   |   |                                                       |                            |   |
|   |   |                                                       |                            |   |
|   |   | COLLEGE PARK MANAGEMENT TRS, INC., a Delaware  Corporation |                            |
|   |   |                                                       |                            |   |
|   |   |                                                       |                            |   |
|   |   | By:                                                        | /s/ John Ferer                  |   |
|   |   |                                                       | Name: John Ferer                |   |
|   |   |                                                       | Title: Assistant Vice President |   |

 

----

 
|        |   | GMH MILITARY HOUSING, LLC, a Delaware limited  liability company |                                |
|--------|--------|------------------------------------------------------------------|-------------------------------------|
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | By:                                                              | /s/ John Ferer                      |   |
|   |   |                                                             | Name: John Ferer                    |   |
|   |   |                                                             | Title: Assistant Vice President     |   |
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | GMH MILITARY HOUSING                                             |                                |
|   |   | INVESTMENTS, LLC, a Delaware limited                             |                                |
|   |   | liability company                                                |                                |
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | By:                                                              | /s/ John Ferer                      |   |
|   |   |                                                             | Name: John Ferer                    |   |
|   |   |                                                             | Title: Assistant Vice President     |   |
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | GMH COMMUNITIES TRS, INC., a Delaware corporation                |                                |
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | By:                                                              | /s/ Joseph M Macchione              |   |
|   |   |                                                             | Name: Joseph M Macchione            |   |
|   |   |                                                             | Title: Vice President               |   |
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | GMH COMMUNITIES GP TRUST, a Delaware statutory trust             |                                |
|   |   |                                                             |                                |   |
|   |   |                                                             |                                |   |
|   |   | By:                                                              | /s/ Joseph M Macchione              |   |
|   |   |                                                             | Name: Joseph M Macchione            |   |
|   |   |                                                             | Title: Vice President and Secretary |   |

 

2

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|        |   | GMH COMMUNITIES SERVICES, INC. a Delaware  corporation                               |                            |
|--------|--------|--------------------------------------------------------------------------------------|---------------------------------|
|   |   |                                                                                 |                            |   |
|   |   |                                                                                 |                            |   |
|   |   | By:                                                                                  | /s/ John Ferer                  |   |
|   |   |                                                                                 | Name: John Ferer                |   |
|   |   |                                                                                 | Title: Assistant Vice President |   |
|   |   |                                                                                 |                            |   |
|   |   |                                                                                 |                            |   |
|   |   | CLARIZZ BOULEVAD ASSOCIATES INTERMEDIATE, LLC, a  Delaware limited liability company |                            |
|   |   |                                                                                 |                            |   |
|   |   |                                                                                 |                            |   |
|   |   | By:                                                                                  | /s/ John Ferer                  |   |
|   |   |                                                                                 | Name: John Ferer                |   |
|   |   |                                                                                 | Title: Assistant Vice President |   |
|   |   |                                                                                 |                            |   |
|   |   |                                                                                 |                            |   |
|   |   | LAKESIDE DRIVE ASSOCIATES INTERMEDIATE, LLC, a  Delaware limited company             |                            |
|   |   |                                                                                 |                            |   |
|   |   |                                                                                 |                            |   |
|   |   | By:                                                                                  | /s/ John Ferer                  |   |
|   |   |                                                                                 | Name: John Ferer                |   |
|   |   |                                                                                 | Title: Assistant Vice President |   |

 

3

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|        |   | URBANA ASSOCIATES   INTERMEDIATE, LLC, a Delaware |                            |
|--------|--------|---------------------------------------------------|---------------------------------|
|   |   | limited liability company                         |                            |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | By:                                               | /s/ John Ferer                  |   |
|   |   |                                              | Name: John Ferer                |   |
|   |   |                                              | Title: Assistant Vice President |   |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | RED MILE ROAD ASSOCIATES                          |                            |
|   |   | INTERMEDIATE, LLC a Delaware limited              |                            |
|   |   | liability company                                 |                            |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | By:                                               | /s/ John Ferer                  |   |
|   |   |                                              | Name: John Ferer                |   |
|   |   |                                              | Title: Assistant Vice President |   |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | BURBANK DRIVE ASSOCIATE                           |                            |
|   |   | INTERMEDIATE III, LLC, a Delaware                 |                            |
|   |   | limited liability company                         |                            |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | By:                                               | /s/ John Ferer                  |   |
|   |   |                                              | Name: John Ferer                |   |
|   |   |                                              | Title: Assistant Vice President |   |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | COMMONS DRIVE ASSOCIATES                          |                            |
|   |   | INTERMEDIATE, LLC, a Delaware limited             |                            |
|   |   | liability company                                 |                            |
|   |   |                                              |                            |   |
|   |   |                                              |                            |   |
|   |   | By:                                               | /s/ John Ferer                  |   |
|   |   |                                              | Name: John Ferer                |   |
|   |   |                                              | Title: Assistant Vice President |   |

 

4

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|        |   | ABBOTT ROAD ASSOCIATES                                                             |                            |
|--------|--------|------------------------------------------------------------------------------------|---------------------------------|
|   |   | INTERMEDIATE, LLC, a Delaware                                                      |                            |
|   |   | limited liability company                                                          |                            |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | By:                                                                                | /s/ John Ferer                  |   |
|   |   |                                                                               | Name: John Ferer                |   |
|   |   |                                                                               | Title: Assistant Vice President |   |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | CAMPUS VIEW DRIVE ASSOCIATES                                                       |                            |
|   |   | INTERMEDIATE, LLC, a Delaware                                                      |                            |
|   |   | limited liability company                                                          |                            |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | By:                                                                                | /s/ John Ferer                  |   |
|   |   |                                                                               | Name: John Ferer                |   |
|   |   |                                                                               | Title: Assistant Vice President |   |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | ALEXANDER ROAD ASSOCIATES INTERMEDIATE, LLC, a  Delaware limited liability company |                            |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | By:                                                                                | /s/ John Ferer                  |   |
|   |   |                                                                               | Name: John Ferer                |   |
|   |   |                                                                               | Title: Assistant Vice President |   |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | BROWN ROAD ASSOCIATES                                                              |                            |
|   |   | INTERMEDIATE, LLC, a Delaware                                                      |                            |
|   |   | limited liability company                                                          |                            |
|   |   |                                                                               |                            |   |
|   |   |                                                                               |                            |   |
|   |   | By:                                                                                | /s/ John Ferer                  |   |
|   |   |                                                                               | Name: John Ferer                |   |
|   |   |                                                                               | Title: Assistant Vice President |   |

 

5

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|        |   | KELLER BOULEVARD ASSOCIATES   |                            |
|--------|--------|-------------------------------|---------------------------------|
|   |   | INTERMEDIATE, LLC, a Delaware |                            |
|   |   | limited liability company     |                            |
|   |   |                          |                            |   |
|   |   |                          |                            |   |
|   |   | By:                           | /s/ John Ferer                  |   |
|   |   |                          | Name: John Ferer                |   |
|   |   |                          | Title: Assistant Vice President |   |

** **

6

----

**SCHEDULE1.2**

 

| Guarantor                                       | ** ** | **Allocated Guaranty Amount** | ** ** |
|-------------------------------------------------|------------|-----------------------------------------|------------|
| Clarizz Boulevard  Associates Intermediate, LLC |       | $                                       | 5,667,152  |   |
|                                            |       |                                    |       |
| Lakeside Associates  Intermediate, LLC          |       | $                                       | 2,095,346  |   |
|                                            |       |                                    |       |
| Urbana Associates  Intermediate, LLC            |       | $                                       | 2,642,732  |   |
|                                            |       |                                    |       |
| Red Mile Road  Associates Intermediate, LLC     |       | $                                       | 1,917,461  |   |
|                                            |       |                                    |       |
| Burbank Drive  Associates Intermediate III, LLC |       | $                                       | 1,444,136  |   |
|                                            |       |                                    |       |
| Commons Drive  Associates Intermediate, LLC     |       | $                                       | 1,468,027  |   |
|                                            |       |                                    |       |
| Abbott Road Associates  Intermediate, LLC       |       | $                                       | 3,252,900  |   |
|                                            |       |                                    |       |
| Campus View Drive  Associates Intermediate, LLC |       | $                                       | 680,524    |   |
|                                            |       |                                    |       |
| Alexander Road  Associates Intermediate, LLC    |       | $                                       | 2,354,558  |   |
|                                            |       |                                    |       |
| Brown Road Associates  Intermediate, LLC        |       | $                                       | 2,154,091  |   |
|                                            |       |                                    |       |
| Keller Boulevard Associates Intermediate, LLC   |       | $                                       | 3,075,000  |   |

 

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