**Exhibit10.36**

**GUARANTY**

This GUARANTY (this “Guaranty”) is executedas of October 2, 2006, by GMH COMMUNITIES TRUST (“Guarantor”), 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 fromtime to time after the date hereof in accordance with the Loan Agreement, andwhich is made pursuant to that certain Loan Agreement, dated of even dateherewith, among Borrower and Lender (as same may be amended, restated,replaced, supplemented or otherwise modified, 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, the Guarantor isthe owner of approximately 56.8% of the limited partnership interests ofBorrower as of the date hereof, and through its wholly-owned subsidiary, GMHCommunities GP Trust, is the owner of 100% of the general partnership interestsof Borrower, and Guarantor will directly benefit from Lender’s making the Loanto Borrower; and

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 anddeliver to Lender this Guaranty.

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:

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# **ARTICLE I**

# **NATUREAND SCOPE OF GUARANTY**

## Section 1.1             Guarantyof Obligation.  Guarantor herebyjointly and severally unconditionally and irrevocably guarantees to the Lenderthe following obligations (the “GuaranteedObligations”):

### (a)           Thedue and punctual payment in full (and not merely the collectibility) of theaggregate principal sum of the Loan, as set forth in the Note and the otherLoan Documents and all interest accruing thereon, including default interest,late charge, exit fees and prepayment premiums or fees, in each case when dueand payable, whether on any installment payment date or at the stated oraccelerated maturity, all in accordance with the provisions of the Note, theLoan Agreement and the other Loan Documents;

### (b)           Thedue and punctual payment in full (and not merely the collectibility) of eachother sum or charge which at any time becomes due and payable in accordancewith the provisions of the Note, the Loan Agreement and any of the other LoanDocuments;

### (c)           Thedue and punctual performance of all of the Borrower’s other obligations underthe provisions of the Note, the Loan Agreement and the other Loan Documents;

### (d)           Thedue and punctual payment in full of all sums advanced, including all AdditionalAdvances, and costs and expenses incurred by Lender in connection with the Loanor any part thereof, any renewal, extension or change of or substitution forthe Loan or any part thereof, whether made or incurred by Borrower or Lender;

### (e)           Thedue and punctual performance (and not merely the collectibility) of eachobligation of Borrower contained in any renewal, extension, amendment,modification, consolidation, change of or substitution or replacement for, allor any part of the Note, the Loan Agreement or any other Loan Document; and

### (f)            Thedue and punctual payment in full (and not merely the collectibility) of any andall losses, costs, damages or expenses incurred by Lender and arising out ofany default by Guarantor in performing any of its obligations hereunder or anydefault by Borrower in performing any of its obligations under the Note, theLoan Agreement or any other Loan Document, regardless of whether such losses,damages or expenses are expressly provided for in the provisions thereof, orare 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 charges andprepayment premiums, or any such loss, damages or expenses, Guarantor shalljointly and severally forthwith pay the same, together with interest thereonfrom the date on which payment thereof by the Borrower became due at thedefault rate of interest provided in the Loan Agreement.

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## Section 1.2             Natureof Guaranty.  This Guaranty is anirrevocable, absolute, continuing guaranty of payment and performance and not aguaranty of collection.  This Guarantymay not be revoked by Guarantor and shall continue to be effective with respectto any Guaranteed Obligations arising or created after any attempted revocationby Guarantor.  The fact that at any timeor from time to time the Guaranteed Obligations may be increased or reducedshall not release or discharge the obligation of Guarantor to Lender withrespect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of theNote and shall not be discharged by the assignment or negotiation of all orpart of the Note.  Notwithstanding theforegoing or any other provision of this Guaranty, the liability of eachGuarantor individually with respect to the Guaranteed Obligations shall belimited to an aggregate amount equal to 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.

## Section 1.3             GuaranteedObligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations ofGuarantor to Lender hereunder shall not be reduced, discharged or releasedbecause or by reason of any existing or future offset, claim or defense ofBorrower or any other party against Lender or against payment of the GuaranteedObligations, whether such offset, claim or defense arises in connection withthe Guaranteed Obligations (or the transactions creating the GuaranteedObligations) or otherwise.

## Section 1.4             PaymentBy Guarantor.  If all or any part ofthe Guaranteed Obligations shall not be punctually paid when incurred or whendue, as applicable, whether at demand, maturity, acceleration or otherwise, andafter the expiration of any applicable cure or grace period under the LoanAgreement, Guarantor shall, immediately upon demand by Lender and withoutpresentment, protest, notice of protest, notice of non-payment, notice of intentionto accelerate 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 thesame or different items of Guaranteed Obligations.  Such demand shall be deemed made, given andreceived in accordance with the notice provisions hereof.

## Section 1.5             NoDuty To Pursue Others.  It shall notbe necessary for Lender (and Guarantor hereby waives any rights which Guarantormay have to require Lender), in order to enforce the obligations of 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 otherguarantors of the Guaranteed Obligations, (iv) join Borrower or any othersliable on the Guaranteed Obligations in any action seeking to enforce thisGuaranty, (v) exhaust any remedies available to Lender against any collateralwhich shall ever have been given to secure the Loan, or (vi) resort to anyother means of obtaining payment of the Guaranteed Obligations. Lender shallnot be required to mitigate damages or take any other action to reduce, collector enforce the Guaranteed Obligations.

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## Section 1.6             Waivers.  Guarantor agrees to the provisions of theLoan Documents and hereby waives notice of (i) any loans or advances made byLender 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 theProperty, (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             Paymentof Expenses.  In the event thatGuarantor should breach or fail to timely perform any provisions of thisGuaranty, Guarantor shall, immediately upon demand by Lender, pay Lender allreasonable out-of-pocket costs and expenses (including court costs andreasonable attorneys’ 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             Effectof Bankruptcy.  In the event thatpursuant to any insolvency, bankruptcy, reorganization, receivership or otherdebtor relief law or any judgment, order or decision thereunder, Lender mustrescind or restore any payment or any part thereof received by Lender insatisfaction of the Guaranteed Obligations, as set forth herein, any priorrelease or discharge from the terms of this Guaranty given to Guarantor byLender shall be without effect and this Guaranty shall remain in full force andeffect. It is the intention of Borrower and Guarantor that Guarantor’sobligations hereunder shall not be discharged except by Guarantor’s performanceof such obligations and then only to the extent of such performance.

## Section 1.9             Waiverof Subrogation, Reimbursement and Contribution.  Notwithstanding anything to the contrarycontained in this Guaranty and until the Debt and the Owner Indebtedness (asdefined in the Deed of Trust) is paid in full in accordance with the LoanDocuments and this Guaranty, (a) Guarantor hereby unconditionally andirrevocably waives, releases and abrogates any and all rights it may now orhereafter have under any agreement, at law or in equity (including, withoutlimitation, any law subrogating the Guarantor to the rights of Lender), toassert any claim against Borrower or any other party liable for payment of anyor all of the Guaranteed Obligations for any payment made by Guarantor under orin connection with this Guaranty and (b) during the occurrence and continuanceof an Event of Default, Guarantor hereby unconditionally and irrevocablywaives, releases and abrogates any and all rights it may now or hereafter haveunder any agreement, at law or in equity to seek contribution, indemnificationor any other form of reimbursement from Borrower or any other party liable forpayment of any or all of the Guaranteed Obligations for any payment made byGuarantor under or in connection with this 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 

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## company joint venture, trust or other individual or organization formedas a result of any merger, reorganization, sale, transfer, devise, gift orbequest of Borrower or any interest in Borrower.

# **ARTICLEII**

# **EVENTS AND CIRCUMSTANCES NOT REDUCING**

# **ORDISCHARGING GUARANTOR’S OBLIGATIONS**

Guarantor hereby consentsand agrees to each of the following and agrees that Guarantor’s obligationsunder this Guaranty shall not be released, diminished, impaired, reduced oradversely affected by any of the following and waives any common law,equitable, statutory or other rights (including without limitation rights tonotice) which Guarantor might otherwise have as a result of or in connectionwith any of the following:

## Section 2.1             Modifications.  Any renewal, extension, increase,modification, alteration or rearrangement of all or any part of the GuaranteedObligations, the Note, the Loan Agreement, the other Loan Documents, the Deedof Trust, or any other document, instrument, contract or understanding betweenBorrower and Lender or any other parties pertaining to the GuaranteedObligations or any failure of Lender to notify 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, Guarantor or any other party at anytime liable for the payment of all or part of the Guaranteed Obligations; orany dissolution of Borrower or Guarantor or any sale, lease or transfer of anyor all of the assets of Borrower or Guarantor or any changes in theshareholders, partners or members of Borrower or Guarantor; or anyreorganization of Borrower or 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 orrepresentatives executing the Note, the Deed of Trust, the Loan Agreement, thisGuaranty, the other Loan Documents or the other Security Documents or otherwisecreating the Guaranteed Obligations acted in excess of their authority, (iv)the Guaranteed Obligations violate applicable usury laws, (v) the Borrower hasvalid defenses, claims or offsets (whether at law, in equity or by agreement)which render the Guaranteed Obligations wholly or partially uncollectible fromBorrower, (vi) the creation, performance or repayment of the GuaranteedObligations (or the execution, delivery and performance of any document or instrumentrepresenting part of the Guaranteed Obligations or executed in connection withthe Guaranteed Obligations or given to secure the repayment of the GuaranteedObligations) is illegal, uncollectible or unenforceable, or (vii) the Note, theLoan Agreement, any of the other Loan Documents or any of the other SecurityDocuments have been forged or otherwise are irregular or not genuine orauthentic, it being agreed that Guarantor shall remain 

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## 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,guarantee or assure the payment of the Guaranteed Obligations, or any partthereof, it being recognized, acknowledged and agreed by Guarantor thatGuarantor may be required to pay the Guaranteed Obligations in full withoutassistance or support of any other party, and Guarantor has not been induced toenter into this Guaranty on the basis of a contemplation, belief, understandingor agreement 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 Guarantor that Guarantor is not entering into thisGuaranty in reliance on, or in contemplation of the benefits of, the validity,enforceability, collectibility or value of any of the collateral for theGuaranteed Obligations.

## Section 2.10           Offset.  The Guaranteed Obligations and theliabilities and obligations of the 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 anyother party, or against payment of the Guaranteed Obligations, whether suchright of offset, claim or defense arises in connection with the GuaranteedObligations (or the transactions creating the Guaranteed Obligations) orotherwise.

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## 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           OtherActions Taken or Omitted.  Any otheraction taken or omitted to be taken with respect to the Loan Documents or theSecurity Documents, the Guaranteed Obligations, or the security and collateraltherefor, whether or not such action or omission prejudices Guarantor orincreases the likelihood that Guarantor will be required to pay the GuaranteedObligations pursuant to the terms hereof, it is the unambiguous and unequivocalintention of Guarantor that 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, Guarantor represents and warrants to Lender as follows:

## Section 3.1             Benefit.  Guarantor is the indirect owner of thegeneral partner of Borrower and owns a majority limited partnership interest inBorrower, and has received, or will receive, direct or indirect benefit fromthe making of this Guaranty with respect to the Guaranteed Obligations.  Guarantor has received reasonably equivalentvalue in exchange for the making of this Guaranty.

## Section 3.2             Familiarityand Reliance.  Guarantor is familiarwith, and has independently reviewed books and records regarding, the financialcondition of the Borrower and is familiar with the value of any and allcollateral intended to be created as security for the payment of the Note orGuaranteed Obligations; however, Guarantor is not relying on such financialcondition or the collateral as an inducement to enter into this Guaranty.

## Section 3.3             NoRepresentation By Lender.  NeitherLender nor any other party has made any representation, warranty or statementto Guarantor in order to induce the Guarantor to execute this Guaranty.

## Section 3.4             Guarantor’sFinancial Condition.  As of the datehereof, and immediately after giving effect to this Guaranty and the contingentobligation evidenced hereby, Guarantor is and will be solvent and has and willhave assets which, fairly valued, exceed its obligations, liabilities(including contingent liabilities) and debts, and has and will have propertyand assets sufficient to satisfy and repay its obligations and liabilities.

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## Section 3.5             Legality.  The execution, delivery and performance byGuarantor 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 Guarantor is subject or constitute adefault (or an event which with notice or lapse of time or both wouldconstitute a default) under, or result in the breach of, any indenture,mortgage, charge, lien, or any contract, agreement or other instrument to whichGuarantor is a party or which may be applicable to Guarantor.  This Guaranty is a legal and bindingobligation of Guarantor and is enforceable in accordance with its terms, exceptas limited by bankruptcy, insolvency or other laws of general applicationrelating 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             Subordinationof All Guarantor Claims.  As usedherein, the term “Guarantor Claims”shall mean all debts and liabilities of Borrower to Guarantor, whether suchdebts and liabilities now exist or are hereafter incurred or arise, or whetherthe obligations of Borrower thereon be direct, contingent, primary, secondary,several, joint and several, or otherwise, and irrespective of whether suchdebts 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 byGuarantor.  The Guarantor Claims shallinclude without limitation all rights and claims of Guarantor against Borrower(arising as a result of subrogation or otherwise) as a result of Guarantor’spayment of all or a portion of the Guaranteed Obligations.  While any Event of Default is continuing,Guarantor shall not receive or collect, directly or indirectly, from Borroweror any other party any amount upon the Guarantor Claims and Guarantor shall notat any time during the term of the Loan bring any action or proceeding againstBorrower to enforce Guarantor’s rights to Guarantor Claims.  Notwithstanding anything contained herein tothe contrary, the provisions of this Section 4.1 shall not restrict Guarantor’srights to pay corporate salaries after Borrower remits sums necessary forGuarantor to do so in the standard operating procedures of Borrower andGuarantor.

## Section 4.2             Claimsin Bankruptcy.  In the event ofreceivership, bankruptcy, reorganization, arrangement, debtor’s relief, orother insolvency proceedings involving Guarantor as debtor, Lender shall havethe right to prove its claim in any such proceeding so as to establish itsrights hereunder and receive directly from the receiver, trustee or other courtcustodian dividends and payments which would otherwise be payable uponGuarantor Claims.  Guarantor herebyassigns such dividends and payments to Lender. Should Lender receive, for application against the GuaranteedObligations, any dividend or payment which is otherwise payable to Guarantorand which, as between Borrower and Guarantor, shall constitute a credit againstthe Guarantor Claims, then, upon payment to Lender in full of the GuaranteedObligations, Guarantor shall become subrogated to the rights of Lender to theextent that such payments to Lender on the Guarantor Claims have contributedtoward the liquidation of the 

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## Guaranteed Obligations, and such subrogation shall be with respect tothat proportion of the Guaranteed Obligations which would have been unpaid ifLender had not received dividends or payments upon the Guarantor Claims. Untilsuch time as the Debt is repaid in full, in any case commenced by or againstBorrower 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 Guarantor shallnot 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             PaymentsHeld in Trust.  In the event that,notwithstanding anything to the contrary in this Guaranty, Guarantor shouldreceive any funds, payment, claim or distribution which is prohibited by thisGuaranty, Guarantor agrees to hold in trust for Lender an amount equal to theamount of all funds, payments, claims or distributions so received, and agreesthat it shall have absolutely no dominion over the amount of such funds,payments, claims or distributions so received except to pay them promptly toLender, and Guarantor covenants promptly to pay the same to Lender.

## Section 4.4             LiensSubordinate.  Guarantor agrees thatany liens, security interests, judgment liens, charges or other encumbrancesupon Borrower’s assets securing payment of the Guarantor Claims shall be andremain inferior and subordinate to any liens, security interests, judgmentliens, charges or other encumbrances upon Borrower’s assets securing payment ofthe Guaranteed Obligations, regardless of whether such encumbrances in favor ofGuarantor or Lender presently exist or are hereafter created or attach.  Without the prior written consent of Lender,Guarantor shall not (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 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, shall be effective unless in writing and no suchconsent 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 

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## postage prepaid, to the parties at their respective addresses below orat such other address for any party as such party may designate by notice tothe 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             GoverningLaw; Submission to Jurisdiction. This Guaranty shall be governed by and construed in accordance with thelaws of the State of New York and the applicable laws of the United States ofAmerica.  Any legal suit, action orproceeding against Lender or Guarantor arising out of or relating to thisGuaranty may at Lender’s option be instituted in any Federal or State court inthe City of New York, County of New York, pursuant to Section 5-1402 of the NewYork General Obligations Law and Guarantor waives any objections which it maynow or hereafter have based on venue and/or forum non conveniens of any suchsuit, action or proceeding, and Guarantor hereby irrevocably submits to thejurisdiction of any such court in any suit, action or proceeding.  Guarantor does hereby designate and appoint:

|        | Capital 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 toGuarantor in the manner provided herein shall be 

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deemed in every respecteffective service of process upon Guarantor in any such suit, action orproceeding in the State of New York.

## Section 5.4             InvalidProvisions.  If any provision of thisGuaranty is held to be illegal, invalid, or unenforceable under present orfuture laws effective during the term of this Guaranty, such provision shall befully severable and this Guaranty shall be construed and enforced as if suchillegal, invalid or unenforceable provision had never comprised a part of thisGuaranty, and the remaining provisions of this Guaranty shall remain in fullforce and effect and shall not be affected by the illegal, invalid orunenforceable provision or by its severance from this Guaranty, unless suchcontinued effectiveness of this Guaranty, as modified, would be contrary to thebasic understandings and intentions 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             PartiesBound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of theparties hereto and their respective successors, assigns and legalrepresentatives; provided, however, that Guarantor may not, without the priorwritten consent of Lender, assign any of its rights, powers, duties orobligations hereunder.  If Guarantorconsists of more than one person or party, the obligations and liabilities ofeach such person or party shall 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.

## Section 5.10           Rightsand Remedies.  If Guarantor becomesliable for any indebtedness owing by Borrower to Lender, by endorsement orotherwise, other than under this Guaranty, such liability shall not be in anymanner impaired or affected hereby and the rights of Lender hereunder shall becumulative of any and all other rights that Lender may ever have againstGuarantor.  The exercise by Lender of anyright or remedy hereunder or under any other instrument, or at law or inequity, shall not preclude the concurrent or subsequent exercise of any otherright or remedy.

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## Section 5.11           OtherDefined Terms.  Any capitalized termutilized herein shall have the meaning as specified in the Loan Agreement, unlesssuch term is otherwise specifically defined herein.

## **Section 5.12         Entirety**.  **THISGUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITHRESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDESANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS,WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.  THIS GUARANTY IS INTENDED BY GUARANTOR ANDLENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NOCOURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NOTRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BEUSED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTYAGREEMENT.  THERE ARE NO ORAL AGREEMENTSBETWEEN GUARANTOR AND LENDER.**

## **Section 5.13         Waiverof Right To Trial By Jury.  GUARANTORHEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BYJURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCHRIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THEMORTGAGE, THE LOAN AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM,COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY ISGIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASSINDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BYJURY WOULD OTHERWISE ACCRUE.  LENDER ISHEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING ASCONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.**

## Section 5.14           Cooperation.  Guarantor acknowledges that Lender and itssuccessors and assigns may (i) sell this Guaranty, the Note, the Deed of Trust,Security Documents and other Loan Documents to one or more investors as a wholeloan, (ii) participate the Loan secured by this Guaranty to one or moreinvestors, (iii) deposit this Guaranty, the Note, the Deed of Trust, SecurityDocuments and other Loan Documents with a trust, which trust may sellcertificates to investors evidencing an ownership interest in the trust assets,or (iv) otherwise sell the Loan or interest therein to investors (thetransactions referred to in clauses (i) through (iv) are hereinafter eachreferred to as “Secondary MarketTransaction”). Guarantor shall reasonably cooperate with Lender in effecting any suchSecondary Market Transaction and shall reasonably cooperate to implement allrequirements imposed by any Rating involved in any Secondary MarketTransaction.  Guarantor shall makeavailable to Lender all non-confidential, non-proprietary information anddocuments concerning its business and operations that Lender may reasonablyrequest.  Lender shall be permitted toshare all such information with the 

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## investment banking firms, Rating Agencies, accounting firms, law firmsand other third-party advisory firms involved with the Loan, the Deed of Trust,the Security Documents and the Loan Documents or the applicable SecondaryMarket Transaction.  It is understoodthat the information provided by 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, Guarantor in the form as provided by Guarantor.  Lender may publicize the existence of theLoan in connection with its marketing for a Secondary Market Transaction orotherwise as part of its business development.

## Section 5.15           Reinstatementin Certain Circumstances.  If at anytime any payment of the principal of or interest under the Note or theIndemnity Guaranty or any other amount payable by the Borrower or Guarantorunder the Loan Documents or the Security Documents is rescinded or must beotherwise restored or returned upon the insolvency, bankruptcy orreorganization of the Borrower or otherwise, the Guarantor’s obligationshereunder with respect to such payment shall be immediately reinstated asthough such payment has been due but not made at such time.

## Section 5.16           Jointand Several Liability.  If Guarantorconsists of more than one person or party, the obligations and liabilities ofeach such person or party hereunder shall be joint and several.

**[SIGNATURE PAGES IMMEDIATELYFOLLOW]**

 

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This GUARANTY is executedas of the day and year first above written.
|        | GUARANTOR:                                                      |                             |   |
|--------|-----------------------------------------------------------------|----------------------------------|--------|
|   |                                                            |                             |   |
|   |                                                            |                             |   |
|   | GMH COMMUNITIES TRUST, a Maryland  real estate investment trust |                             |   |
|   |                                                            |                             |   |
|   |                                                            |                             |   |
|   | By:                                                             | /s/ Joseph M. Macchione          |   |
|   |                                                            | Name: Joseph M. Macchione        |   |
|   |                                                            | Title: EVP & General Counsel |   |
|        |                                                                 |                                  |        |  |  |

 

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