**Exhibit10.32**

**FIRST AMENDMENT TO LOAN AGREEMENT**

**THISFIRST AMENDMENT TO LOAN AGREEMENT**, dated as of October 31,2006 (this “Amendment”),between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association,having an office at 301 South College Street, Charlotte, North Carolina 28288 (“Lender”) and GMHCommunities, LP, a Delaware limited partnership, having an address at 10 CampusBoulevard, Newtown Square, PA 19073 (“Borrower”).

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

**WHEREAS**,Lender and Borrower entered into that certain Loan Agreement dated as ofOctober 2, 2006 (as amended and in effect from time to time, the “LoanAgreement”); and

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

**NOWTHEREFORE**, in consideration of the premises and mutualagreements contained herein and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties heretohereby agree as follows:

1.             **Defined Terms.**  Unless otherwise defined herein, capitalizedterms used herein shall have the meanings ascribed to such terms in the LoanAgreement.

2.             **Amendments.**

a.     Section 5.4 of the Loan Agreement ishereby amended by the addition of a new Subsection (i) thereto as follows:

(i)            Indebtednessincurred as a result of the financing of premiums for Policies being obtainedby Borrower effective as of November 1, 2006 and for which premiums areotherwise payable on November 1, 2006.

b.     Section 6.1(b) of the Loan Agreementis hereby amended by replacing such Section in its entirety with the following:

(b)           Allinsurance provided for in Section 6.1(a) hereof shall be obtained undervalid and enforceable policies (the “Policies” or in the singular, the “Policy”),in such forms as may be reasonably satisfactory to Lender, issued byfinancially sound and responsible insurance companies authorized to do businessin the State in which the Insured Asset is located and approved by Lender.  The Policies shall be issued by financiallysound and responsible insurance companies authorized to do business in theState and having a claims paying ability rating of “BBB” or better by S&Pand 

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its equivalent from each of the other Rating Agenciesand/or a general policy rating of “A” or better and a financial class of VIIIor better by A.M. Best Company, Inc., provided, however, that Lender herbyacknowledges and agrees that Integon Specialty Insurance Company shall be anapproved insurer for purposes of this Section 6.1(b) notwithstanding thefact that its general policy rating is “A-”. The Policies described in *Section 6.1(a)* shall designateLender and its successors and assigns as additional insureds, mortgagees and/orloss payee as deemed appropriate by Lender. To the extent such Policies are notavailable as of the Closing Date, Borrower shall deliver to Lender prior to theClosing Date an Acord 28 or similar certificate of insurance evidencing thecoverages and amounts required hereunder and, upon request of Lender as soon asavailable after the Closing Date, certified copies of all Policies.  Borrower shall deliver to Lender withinthirty (30) days of the Closing Date, the final Policies required to bemaintained pursuant to this Article VI. Not less than ten (10) days prior to the expiration dates of anyinsurance coverage in place with respect to the Insured Asset, Borrower shalldeliver to Lender an Acord 28 or similar certificate, accompanied by evidencesatisfactory to Lender of payment of the premiums due in connection therewith(the “Insurance Premiums”),and as soon as available thereafter, certified copies of all renewal Policies.

3.             **Conditions ofEffectiveness.** Notwithstanding any other provision of this Amendment, it is understoodand agreed that this Amendment shall not become effective until the Lendershall have received duly executed counterparts of this Agreement executed byLender and Borrower.

4.             **Representations andWarranties. **Borrowerrepresents and warrants that, after giving effect to this Amendment, therepresentations and warranties contained in the Loan Agreement and the LoanDocuments are true and correct in all material respects on and as of the datehereof as though made on and as of such date. Borrower represents and warrants that, after giving effect to thisAmendment, no Default or Event of Default has occurred and is continuing, andthe execution, delivery and performance of this Amendment shall not cause orconstitute any such Default or Event of Default.

5.             **Reaffirmation of Guaranty.**  Each of Guarantor and Mezzanine PropertyGuarantor consents to the execution and delivery by Borrower of this Amendmentand ratifies and confirms the terms of the Guaranty and the Mezzanine PropertyGuaranty, as applicable, with respect to the indebtedness now or hereafteroutstanding under the Loan Agreement as amended hereby and all promissory notesissued thereunder.  Nothing containedherein to the contrary shall release, discharge, modify, change or affect theoriginal liability of either the Guarantor or the Mezzanine Property Guarantorunder the Guaranty or the Mezzanine Property Guaranty, as applicable.

6.             **Effect of Amendment.**  Except as set forth expressly herein, allterms of the Loan Agreement, as amended hereby, and the other Loan Documentsshall be and remain in 

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full force andeffect and shall constitute the legal, valid, binding and enforceableobligations of Borrower to Lender.  Theexecution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy ofLender under the Loan Agreement, nor constitute a waiver of any provision ofthe Loan Agreement.  This Amendment shallconstitute a Loan Document for all purposes of the Loan Agreement.  All references to the “Loan Agreement” in anyLoan Document shall mean the Loan Agreement as amended hereby.

7.             **Governing Law. **This Amendment shall be governed by, andconstrued in accordance with, the internal laws of the State of New York andall applicable federal laws of the United States of America.

8.             **Costs and Expenses.**  Borrower agrees to pay on demand all costsand expenses of Lender in connection with the preparation, execution anddelivery of this Amendment, including, without limitation, the reasonable feesand out-of-pocket expenses of outside counsel for Lender with respect thereto.

9.             **Counterparts.**  This Amendment may be executed by one or moreof the parties hereto in any number of separate counterparts, each of whichshall be deemed an original and all of which, taken together, shall be deemedto constitute one and the same instrument. Each party may rely upon a facsimile signature of each other partyhereto as if it were an original.

10.           **Binding Nature.**  This Amendment shall be binding upon andinure to the benefit of the parties hereto, and their respective successors andassigns.

11.           **Entire Understanding. **This Amendment sets forth the entireunderstanding of the parties with respect to the matters set forth herein, andshall supersede any prior negotiations or agreements, whether written or oral,with respect thereto.

[*Signature Page Follows*]

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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