Exhibit
10.36


GUARANTY


This GUARANTY (this “Guaranty”) is executed
as of October 2, 2006, by GMH COMMUNITIES TRUST (“Guarantor”), for the benefit of WACHOVIA BANK,
NATIONAL ASSOCIATION (“Lender”).


W  I
T  N  E  S  S  E  T  H:


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


WHEREAS, the Loan is
evidenced by that certain Promissory Note dated of even date herewith, executed
by Borrower and payable to the order of Lender in the maximum principal amount
of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same
may be amended, restated, replaced, supplemented, increased, extended, split or
otherwise modified, “Note”);


WHEREAS, the Guarantor is
the owner of approximately 56.8% of the limited partnership interests of
Borrower as of the date hereof, and through its wholly-owned subsidiary, GMH
Communities GP Trust, is the owner of 100% of the general partnership interests
of Borrower, and Guarantor will directly benefit from Lender’s making the Loan
to Borrower; and


WHEREAS, as a condition
to Lender’s willingness to make the Loan to Borrower, Lender has requested that
Guarantor enter into this Guaranty in order to irrevocably guaranty, inter
alia, the payment by Borrower of all of the indebtedness evidenced by
the Note and all of the other obligations and liabilities of Borrower under the
Note, the Loan Agreement and the other Loan Documents (as defined in the Loan
Agreement) as hereinafter provided and, in order to induce the Lender to make
the Loan and in consideration thereof, Guarantor has agreed to execute and
deliver to Lender this Guaranty.


NOW, THEREFORE, as an
inducement to Lender to make the Loan to Borrower and to extend such additional
credit as Lender may from time to time agree to extend under the Loan
Documents, and for other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:













ARTICLE I


NATURE
AND SCOPE OF GUARANTY


Section 1.1             Guaranty
of Obligation.  Guarantor hereby
jointly and severally unconditionally and irrevocably guarantees to the Lender
the following obligations (the “Guaranteed
Obligations”):


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


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


(c)           The
due and punctual performance of all of the Borrower’s other obligations under
the provisions of the Note, the Loan Agreement and the other 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 in connection with the Loan
or any part thereof, any renewal, extension or change of or substitution for
the Loan or any part thereof, whether made or incurred by Borrower or Lender;


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


(f)            The
due and punctual payment in full (and not merely the collectibility) of any and
all losses, costs, damages or expenses incurred by Lender and arising out of
any default by Guarantor in performing any of its obligations hereunder or any
default by Borrower in performing any of its obligations under the Note, the
Loan Agreement or any other Loan Document, regardless of whether such losses,
damages or expenses are expressly provided for in the provisions thereof, or
are then otherwise allowable by law.


If Borrower fails duly
and punctually to pay any of such principal sum, any interest accruing thereon,
any other such sum or charge including, without limitation, late charges and
prepayment premiums, or any such loss, damages or expenses, Guarantor shall
jointly and severally forthwith pay the same, together with interest thereon
from the date on which payment thereof by the Borrower became due at the
default rate of interest provided in the Loan Agreement.



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Section 1.2             Nature
of Guaranty.  This Guaranty is an
irrevocable, absolute, continuing guaranty of payment and performance and not a
guaranty of collection.  This Guaranty
may not be revoked by Guarantor and shall continue to be effective with respect
to any Guaranteed Obligations arising or created after any attempted revocation
by Guarantor.  The fact that at any time
or from time to time the Guaranteed Obligations may be increased or reduced
shall not release or discharge the obligation of Guarantor to Lender with
respect to the Guaranteed Obligations. 
This Guaranty may be enforced by Lender and any subsequent holder of the
Note and shall not be discharged by the assignment or negotiation of all or
part of the Note.  Notwithstanding the
foregoing or any other provision of this Guaranty, the liability of each
Guarantor individually with respect to the Guaranteed Obligations shall be
limited to an aggregate amount equal to the largest amount that would not
render its obligations hereunder subject to avoidance under Section 548 of the
United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., or any comparable
provisions of any applicable state law.


Section 1.3             Guaranteed
Obligations Not Reduced by Offset. 
The Guaranteed Obligations and the liabilities and obligations of
Guarantor to Lender hereunder shall not be reduced, discharged or released
because or by reason of any existing or future offset, claim or defense of
Borrower or any other party against Lender or against payment of the Guaranteed
Obligations, whether such offset, 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 Guaranteed Obligations shall not be punctually paid when incurred or when
due, as applicable, whether at demand, maturity, acceleration or otherwise, and
after the expiration of any applicable cure or grace period under the Loan
Agreement, Guarantor shall, immediately upon demand by Lender and without
presentment, protest, notice of protest, notice of non-payment, notice of intention
to accelerate the maturity, notice of acceleration of the maturity or any other
notice whatsoever, pay in lawful money of the United States of America, the
amount due on the Guaranteed Obligations to Lender at Lender’s address as set
forth herein.  Such demand(s) may be made
at any time coincident with or after the time for payment of all or part of the
Guaranteed Obligations and may be made from time to time with respect to the
same or different items of Guaranteed Obligations.  Such demand shall be deemed made, given and
received in accordance with the notice provisions hereof.


Section 1.5             No
Duty To Pursue Others.  It shall not
be necessary for Lender (and Guarantor hereby waives any rights which Guarantor
may have to require Lender), in order to enforce the obligations of Guarantor
hereunder, first to (i) institute suit or exhaust its remedies against Borrower
or 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 been
given to secure the Loan, (iii) enforce Lender’s rights against any other
guarantors of the Guaranteed Obligations, (iv) join Borrower or any others
liable on the Guaranteed Obligations in any action seeking to enforce this
Guaranty, (v) exhaust any remedies available to Lender against any collateral
which shall ever have been given to secure the Loan, or (vi) resort to any
other means of obtaining payment of the Guaranteed Obligations. Lender shall
not be required to mitigate damages or take any other action to reduce, collect
or enforce the Guaranteed Obligations.



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


Section 1.7             Payment
of Expenses.  In the event that
Guarantor should breach or fail to timely perform any provisions of this
Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all
reasonable out-of-pocket costs and expenses (including court costs and
reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the
preservation of Lender’s rights hereunder. 
The covenant contained in this Section shall survive the payment and
performance 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 any judgment, order or decision thereunder, Lender must
rescind or restore any payment or any part thereof received by Lender in
satisfaction of the Guaranteed Obligations, as set forth herein, any prior
release or discharge from the terms of this Guaranty given to Guarantor by
Lender shall be without effect and this Guaranty shall remain in full force and
effect. It is the intention of Borrower and Guarantor that Guarantor’s
obligations hereunder shall not be discharged except by Guarantor’s performance
of such obligations 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 and until the Debt and the Owner Indebtedness (as
defined in the Deed of Trust) is paid in full in accordance with the Loan
Documents and this Guaranty, (a) Guarantor hereby unconditionally and
irrevocably waives, releases and abrogates any and all rights it may now or
hereafter have under any agreement, at law or in equity (including, without
limitation, any law subrogating the Guarantor to the rights of Lender), to
assert any claim against Borrower or any other party liable for payment of any
or all of the Guaranteed Obligations for any payment made by Guarantor under or
in connection with this Guaranty and (b) during the occurrence and continuance
of an Event of Default, Guarantor hereby unconditionally and irrevocably
waives, releases and abrogates any and all rights it may now or hereafter have
under any agreement, at law or in equity to seek contribution, indemnification
or any other form of reimbursement from Borrower or any other party liable for
payment of any or all of the Guaranteed Obligations for any payment made by
Guarantor under or in connection with this Guaranty or otherwise.


Section 1.10           Borrower.  The term “Borrower” as used herein shall include any new or
successor corporation, association, partnership (general or limited), limited
liability 



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company joint venture, trust or other individual or organization formed
as a result of any merger, reorganization, sale, transfer, devise, gift or
bequest of Borrower or any interest in Borrower.


ARTICLE
II


EVENTS AND CIRCUMSTANCES NOT REDUCING


OR
DISCHARGING GUARANTOR’S OBLIGATIONS


Guarantor hereby consents
and agrees to each of the following and agrees that Guarantor’s obligations
under this Guaranty shall not be released, diminished, impaired, reduced or
adversely affected by any of the following and waives any common law,
equitable, statutory or other rights (including without limitation rights to
notice) which Guarantor might otherwise have as a result of or in connection
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 Deed
of Trust, or any other document, instrument, contract or understanding between
Borrower and Lender or any other parties pertaining to the Guaranteed
Obligations or any failure of Lender to notify Guarantor of any such action.


Section 2.2             Adjustment.  Any adjustment, indulgence, forbearance or
compromise that might be granted or given by Lender to Borrower or any
Guarantor.


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


Section 2.4             Invalidity of Guaranteed
Obligations.  The invalidity,
illegality or unenforceability of all or any part of the Guaranteed Obligations
or any document or agreement executed in connection with the Guaranteed
Obligations for any reason whatsoever, including without limitation the fact
that (i) the Guaranteed Obligations or any part thereof exceeds the amount
permitted by law, (ii) the act of creating the Guaranteed Obligations or any
part thereof is ultra  vires, (iii) the officers or
representatives executing the Note, the Deed of Trust, the Loan Agreement, this
Guaranty, the other Loan Documents or the other Security Documents or otherwise
creating the Guaranteed Obligations acted in excess of their authority, (iv)
the Guaranteed Obligations violate applicable usury laws, (v) the Borrower has
valid defenses, claims or offsets (whether at law, in equity or by agreement)
which render the Guaranteed Obligations wholly or partially uncollectible from
Borrower, (vi) the creation, performance or repayment of the Guaranteed
Obligations (or the execution, delivery and performance of any document or instrument
representing part of the Guaranteed Obligations or executed in connection with
the Guaranteed Obligations or given to secure the repayment of the Guaranteed
Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note, the
Loan Agreement, any of the other Loan Documents or any of the other Security
Documents have been forged or otherwise are irregular or not genuine or
authentic, it being agreed that Guarantor shall remain 



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liable hereon regardless of whether Borrower
or any other person be found not liable on the Guaranteed Obligations or any
part thereof for any reason.


Section 2.5             Release of Obligors.  Any full or partial release of the liability
of Borrower on the Guaranteed Obligations or any part thereof, or of any
co-guarantors, or any other Person now or hereafter liable, whether directly or
indirectly, jointly, severally, or jointly and severally, to pay, perform,
guarantee or assure the payment of the Guaranteed Obligations, or any part
thereof, it being recognized, acknowledged and agreed by Guarantor that
Guarantor may be required to pay the Guaranteed Obligations in full without
assistance or support of any other party, and Guarantor has not been induced to
enter into this Guaranty on the basis of a contemplation, belief, understanding
or agreement that other parties will be liable to pay or perform the Guaranteed
Obligations, or that Lender will look to other parties to pay or perform the
Guaranteed Obligations.


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


Section 2.7             Release of Collateral.  Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security at any time existing in connection with, or
assuring 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 to
exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of any
collateral, property or security, including but not limited to any neglect,
delay, omission, failure or refusal of Lender (i) to take or prosecute any
action for the collection of any of the Guaranteed Obligations or (ii) to
foreclose, or initiate any action to foreclose, or, once commenced, prosecute
to completion any action to foreclose upon any security therefor, or (iii) to
take or prosecute any action in connection with any instrument or agreement
evidencing 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 or
granted as security for the repayment of the Guaranteed Obligations, or any
part thereof, shall not be properly perfected or created, or shall prove to be
unenforceable or subordinate to any other security interest or lien, it being
recognized and agreed by Guarantor that Guarantor is not entering into this
Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any of the collateral for the
Guaranteed Obligations.


Section 2.10           Offset.  The Guaranteed Obligations and the
liabilities and obligations of the Guarantor to Lender hereunder shall not be
reduced, discharged or released because of or by reason of any existing or
future right of offset, claim or defense of Borrower against Lender, or any
other party, or against payment of the Guaranteed Obligations, whether such
right of offset, claim or defense arises in connection with the Guaranteed
Obligations (or the transactions creating the Guaranteed Obligations) or
otherwise.



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Section 2.11           Merger.  The reorganization, merger or consolidation
of Borrower into or with any other Person.


Section 2.12           Preference.  Any payment by Borrower to Lender is held to
constitute a preference under bankruptcy laws or for any reason Lender is
required 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 taken with respect to the Loan Documents or the
Security Documents, the Guaranteed Obligations, or the security and collateral
therefor, whether or not such action or omission prejudices Guarantor or
increases the likelihood that Guarantor will be required to pay the Guaranteed
Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal
intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed
Obligations when due, notwithstanding any occurrence, circumstance, event,
action, or omission whatsoever, whether contemplated or uncontemplated, and
whether or not otherwise or particularly described herein, which obligation
shall be deemed satisfied only upon the full and final payment and satisfaction
of the Guaranteed Obligations.


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES


To induce Lender to enter
into the Loan Documents and the Security Documents and extend credit to
Borrower, Guarantor represents and warrants to Lender as follows:


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


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


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


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



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


Section 3.6             Survival.  All representations and warranties made by
Guarantor herein shall survive the execution hereof.


ARTICLE
IV


SUBORDINATION
OF CERTAIN INDEBTEDNESS


Section 4.1             Subordination
of All Guarantor Claims.  As used
herein, the term “Guarantor Claims”
shall mean all debts and liabilities of Borrower to Guarantor, whether such
debts and liabilities now exist or are hereafter incurred or arise, or whether
the obligations of Borrower thereon be direct, contingent, primary, secondary,
several, joint and several, or otherwise, and irrespective of whether such
debts or liabilities be evidenced by note, contract, open account, or
otherwise, and irrespective of the person or persons in whose favor such debts
or 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
Guarantor.  The Guarantor Claims shall
include without limitation all rights and claims of Guarantor against Borrower
(arising as a result of subrogation or otherwise) as a result of Guarantor’s
payment 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 Borrower
or any other party any amount upon the Guarantor Claims and Guarantor shall not
at any time during the term of the Loan bring any action or proceeding against
Borrower to enforce Guarantor’s rights to Guarantor Claims.  Notwithstanding anything contained herein to
the contrary, the provisions of this Section 4.1 shall not restrict Guarantor’s
rights to pay corporate salaries after Borrower remits sums necessary for
Guarantor to do so in the standard operating procedures of Borrower and
Guarantor.


Section 4.2             Claims
in Bankruptcy.  In the event of
receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or
other insolvency proceedings involving Guarantor as debtor, Lender shall have
the right to prove its claim in any such proceeding so as to establish its
rights hereunder and receive directly from the receiver, trustee or other court
custodian dividends and payments which would otherwise be payable upon
Guarantor Claims.  Guarantor hereby
assigns such dividends and payments to Lender. 
Should Lender receive, for application against the Guaranteed
Obligations, any dividend or payment which is otherwise payable to Guarantor
and which, as between Borrower and Guarantor, shall constitute a credit against
the Guarantor Claims, then, upon payment to Lender in full of the Guaranteed
Obligations, Guarantor shall become subrogated to the rights of Lender to the
extent that such payments to Lender on the Guarantor Claims have contributed
toward the liquidation of the 



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Guaranteed Obligations, and such subrogation shall be with respect to
that proportion of the Guaranteed Obligations which would have been unpaid if
Lender had not received dividends or payments upon the Guarantor Claims. Until
such time as the Debt is repaid in full, in any case commenced by or against
Borrower or any of the limited partners or the general partner of Borrower
under Chapter 11 of the Bankruptcy Code or any similar provision thereof or any
similar federal or state statute, Lender shall have the exclusive right to
exercise any voting rights in respect of Guarantor Claims and Guarantor shall
not have the right to, and may not, vote the same; this shall be deemed a
present assignment of Guarantor Claims and the right to vote the same.


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


Section 4.4             Liens
Subordinate.  Guarantor agrees that
any liens, security interests, judgment liens, charges or other encumbrances
upon Borrower’s assets securing payment of the Guarantor Claims shall be and
remain inferior and subordinate to any liens, security interests, judgment
liens, charges or other encumbrances upon Borrower’s assets securing payment of
the Guaranteed Obligations, regardless of whether such encumbrances in favor of
Guarantor 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 have
against Borrower, or (ii) foreclose, repossess, sequester or otherwise take
steps or institute any action or proceedings (judicial or otherwise, including
without limitation the commencement of, or joinder in, any liquidation,
bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce
any 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 in
exercising, on the part of Lender, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right.  The rights of Lender hereunder shall be in
addition to all other rights provided by law. 
No modification or waiver of any provision of this Guaranty, nor consent
to departure therefrom, shall be effective unless in writing and no such
consent or waiver shall extend beyond the particular case and purpose
involved.  No notice or demand given in
any case shall constitute a waiver of the right to take other action in the
same, similar or other instances without such notice or demand.


Section 5.2             Notices.  All notices given hereunder shall be in
writing 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 or
at such other address for any party as such party may 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 to Jurisdiction. 
This Guaranty shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.  Any legal suit, action or
proceeding against Lender or Guarantor arising out of or relating to this
Guaranty may at Lender’s option be instituted in any Federal or State court in
the City of New York, County of New York, pursuant to Section 5-1402 of the New
York General Obligations Law and Guarantor waives any objections which it may
now or hereafter have based on venue and/or forum non conveniens of any such
suit, action or proceeding, and Guarantor hereby irrevocably submits to the
jurisdiction 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 agent
to accept and acknowledge on its behalf service of any and all process which
may be served in any such suit, action or proceeding in any Federal or State
court in New York, New York, and agrees that service of process upon said agent
at said address and written notice of said service mailed or delivered to
Guarantor in the manner provided herein shall be 



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deemed in every respect
effective service of process upon Guarantor in any such suit, action or
proceeding in the State of New York.


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


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


Section 5.6             Parties
Bound; Assignment; Joint and Several. 
This Guaranty shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal
representatives; provided, however, that Guarantor may not, without the prior
written consent of Lender, assign any of its rights, powers, duties or
obligations hereunder.  If Guarantor
consists of more than one person or party, the obligations and liabilities of
each such person or party shall be joint and several.


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


Section 5.8             Recitals.  The recital and introductory paragraphs
hereof are a part hereof, form a basis for this Guaranty and shall be
considered prima  facie evidence of the facts and documents
referred to therein.


Section 5.9             Counterparts.  To facilitate execution, this Guaranty may be
executed in as many counterparts as may be convenient or required.  It shall not be necessary that the signature
of, or on behalf of, each party, or that the signature of all persons required
to bind any party, appear on each counterpart. 
All counterparts shall collectively constitute a single instrument.  It shall not be necessary in making proof of
this Guaranty to produce or account for more than a single counterpart
containing the respective signatures of, or on behalf of, each of the parties
hereto. Any signature page to any counterpart may be detached from such
counterpart without impairing the legal effect of the signatures thereon and
thereafter attached to another counterpart identical thereto except having
attached to it additional signature pages.


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



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Section 5.11           Other
Defined Terms.  Any capitalized term
utilized herein shall have the meaning as specified in the Loan Agreement, unless
such term is otherwise specifically defined herein.


Section 5.12         Entirety.  THIS
GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH
RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED 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 GUARANTOR AND
LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO
COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO
TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY
AGREEMENT.  THERE ARE NO ORAL AGREEMENTS
BETWEEN GUARANTOR AND LENDER.


Section 5.13         Waiver
of Right To Trial By Jury.  GUARANTOR
HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY
JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE
MORTGAGE, 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 IS
GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE.  LENDER IS
HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.


Section 5.14           Cooperation.  Guarantor acknowledges that Lender and its
successors 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 whole
loan, (ii) participate the Loan secured by this Guaranty to one or more
investors, (iii) deposit this Guaranty, the Note, the Deed of Trust, Security
Documents and other Loan Documents with a trust, which trust may sell
certificates to investors evidencing an ownership interest in the trust assets,
or (iv) otherwise sell the Loan or interest therein to investors (the
transactions referred to in clauses (i) through (iv) are hereinafter each
referred to as “Secondary Market
Transaction”). 
Guarantor shall reasonably cooperate with Lender in effecting any such
Secondary Market Transaction and shall reasonably cooperate to implement all
requirements imposed by any Rating involved in any Secondary Market
Transaction.  Guarantor shall make
available to Lender all non-confidential, non-proprietary information and
documents concerning its business and operations that Lender may reasonably
request.  Lender shall be permitted to
share all such information with the 



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investment banking firms, Rating Agencies, accounting firms, law firms
and other third-party advisory firms involved with the Loan, the Deed of Trust,
the Security Documents and the Loan Documents or the applicable Secondary
Market Transaction.  It is understood
that the information provided by Guarantor to Lender may ultimately be
incorporated into the offering documents for the Secondary Market Transaction
and thus various investors may also see some or all of the information.  Lender and all of the aforesaid third-party
advisors and professional firms shall be entitled to rely on the information
supplied by, or on behalf of, Guarantor in the form as provided by Guarantor.  Lender may publicize the existence of the
Loan in connection with its marketing for a Secondary Market Transaction or
otherwise as part of its business development.


Section 5.15           Reinstatement
in Certain Circumstances.  If at any
time any payment of the principal of or interest under the Note or the
Indemnity Guaranty or any other amount payable by the Borrower or Guarantor
under the Loan Documents or the Security Documents is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, the Guarantor’s obligations
hereunder with respect to such payment shall be immediately reinstated as
though such payment has been due but not made at such time.


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


[SIGNATURE PAGES IMMEDIATELY
FOLLOW]


 



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This GUARANTY is executed
as 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