Exhibit 10.34


PLEDGE AGREEMENT


This PLEDGE AGREEMENT, dated as of October 2, 2006, is made by GMH
COMMUNITIES, LP, a Delaware limited partnership (“Borrower”), SAVOY
VILLAGE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company,
CROYDEN AVENUE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability
company, MONKS ROAD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability
company, SOUTH CAROLINA ASSOCIATES INTERMEDIATE, LLC, a Delaware limited
liability company, RENO ASSOCIATES INTERMEDIATE, LLC, a Delaware limited
liability company, DENTON ASSOCIATES INTERMEDIATE, LLC, a Delaware limited
liability company, LANKFORD DRIVE ASSOCIATES INTERMEDIATE, LLC, a Delaware
limited liability company (collectively, the “Property Pledgors”),
CLARIZZ BOULEVARD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability
company, LAKESIDE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability
company, URBANA ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability
company, RED MILE ROAD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited
liability company, BURBANK DRIVE ASSOCIATES INTERMEDIATE III, LLC, a Delaware
limited liability company, COMMONS DRIVE ASSOCIATES INTERMEDIATE, LLC, a
Delaware limited liability company, ABBOTT ROAD ASSOCIATES INTERMEDIATE, LLC, a
Delaware limited liability company, CAMPUS VIEW DRIVE ASSOCIATES INTERMEDIATE,
LLC, a Delaware limited liability company, ALEXANDER ROAD ASSOCIATES
INTERMEDIATE, LLC, a Delaware limited liability company, BROWN ROAD ASSOCIATES
INTERMEDIATE, LLC, a Delaware limited liability company and KELLER BOULEVARD
ASSOCIATES INTERMEDIATE, LLC and LANKFORD DRIVE ASSOCIATES INTERMEDIATE II,
LLC, a Delaware limited liability company (collectively the “Mezzanine
Subsidiary Pledgors”) and COLLEGE PARK INVESTMENTS LLC, a Delaware limited
liability company (“CPI”) (Borrower, together with the Property
Pledgors, the Mezzanine Subsidiary Pledgors and CPI are individually, a “Pledgor”
and collectively, the “Pledgors”), in favor of WACHOVIA BANK, NATIONAL
ASSOCIATION, as lender (the “Lender”) parties to the Loan Agreement
referred to below.


RECITALS:


WHEREAS, pursuant to the Loan Agreement, dated as of October 2, 2006
(as amended, supplemented or otherwise modified from time to time, the “Loan
Agreement”), among Borrower and the Lender, the Lender has agreed to make a
loan to the Borrower upon the terms and subject to the conditions set forth
therein, such loan is evidenced by that certain Note, dated as of the date
hereof, issued by the Borrower thereunder (the “Note”);


WHEREAS, in connection with the Loan, each of the Mezzanine Subsidiary
Pledgors and CPI have executed and delivered that certain Guaranty, dated as of
October 2, 2006, pursuant to which such Mezzanine Subsidiary Pledgors and CPI
guaranty the obligations of the Borrower under the Loan Agreement, the Note and
the other Loan Documents (the “Material Subsidiary Guaranty”);


WHEREAS, in connection with the Loan, each of the Property Pledgors
have executed and delivered that certain Guaranty, dated as of October 2, 2006,
pursuant to which such Property Pledgors guaranty the obligations of the
Borrower under the Loan Agreement, the Note and the other Loan Documents (the “Property
Pledgor Guaranty”); and













WHEREAS, it is a condition precedent to the obligation of the Lender to
make the loan to the Borrower under the Loan Agreement that each Pledgor shall
have executed and delivered this Pledge Agreement to the Lender as collateral
for the obligations of the Borrower, the obligations of each Material
Subsidiary Pledgor under the Material Subsidiary Guaranty and the obligations
of each Property Pledgor under the Property Pledgor Guaranty.


NOW, THEREFORE, in consideration of the premises and to induce the
Lender to enter into the Loan Agreement and to induce Lender to make the loan
to the Borrower under the Loan Agreement, each Pledgor hereby agrees with the
Lender, as follows:


1.             Defined Terms.


(a)           Unless otherwise
defined herein, terms which are defined in the Loan Agreement and used herein
shall have the meanings given to them in the Loan Agreement.


(b)           The following terms
shall have the following meanings:


“Additional Collateral”:
all Accounts; all Chattel Paper; all Commercial Tort Claims; all Copyrights;
all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all
General Intangibles; all Instruments; all Inventory; all Investment Property;
all Letter of Credit Rights; all Patents; all Patent Licenses; all Securities
Accounts, and all Investment Property held therein or credited thereto; all
Trademarks; all Trademark Licenses; all Vehicles; all Goods and other property
not otherwise described above; all books and records pertaining to the
Collateral; and to the extent not otherwise included, all Supporting
Obligations in respect of any of the foregoing, and all collateral security and
guarantees given by any Person with respect to any of the foregoing, in each
case as defined in the Code.


“Code”: the
Uniform Commercial Code from time to time in effect in the State of New York.


“Collateral Account”:
any account established to hold money Proceeds, maintained under the sole
dominion and control of the Lender, subject to withdrawal by the Lender only as
provided in subsection 8.


“Guaranteed
Obligations”: the maximum obligations, if any, of the related Pledgor under
the Material Subsidiary Guaranty or the Property Pledgor Guaranty (as such
maximum obligations are specified therein), as the case may be, which to the
extent applicable,is more particularly set forth on Schedule II attached
hereto.


“Issuer”: each of
the corporations, limited liability companies and partnerships identified on
Schedule I as an issuer of Pledged Stock, Pledged LLC Interests or Pledged
Partnership Interests.


“Limited Liability
Company”: any Issuer identified as a limited liability company on Part B of
Schedule I hereto or in a supplement hereto.


“Limited Liability
Company Agreement”: as to any Limited Liability Company (or in any
supplement hereto), its certificate of formation and operating agreement or
other Governing Documents, as each may be amended, supplemented or otherwise
modified from time to time.


“LLC Interest”:
any Limited Liability Company membership interest or economic interest.



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“Mezzanine Asset Owner”
shall mean each entity listed as a “Mezzanine Asset Owner” on Schedule II
attached hereto.


“Obligations” the
collective reference to all obligations and liabilities of each Pledgor to the
Lender, whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of or in
connection with the obligations evidenced by the Note, the Loan Agreement,
Material Subsidiary Guaranty, the Property Pledgor Guaranty or any other Loan
Documents and any other document made, delivered or given in connection
therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without limitation,
all fees and disbursements of counsel to the Lender that are required to be
paid by Pledgor pursuant to the terms of the Loan Agreement or other documents)
or otherwise.


“Partnership”: any
Issuer identified as a partnership on Part C of Schedule I hereto or in a
supplement hereto.


“Partnership Agreement”:
as to any Partnership (or in any supplement hereto), its certificate of
formation and partnership agreement or other Governing Documents, as each may
be amended, supplemented or otherwise modified from time to time.


“Partnership Interest”:
any partnership interest or economic interest in a Partnership.


“Pledge Agreement”:
this Pledge Agreement, as amended, supplemented or otherwise modified from time
to time.


“Pledged Collateral”:
the Pledged Stock, the Pledged LLC Interests, the Pledged Partnership
Interests, the Additional Collateral and all Proceeds.


“Pledged LLC Interest”:
any and all of Pledgor’s interests, including units of membership interest, in
the Limited Liability Companies as set forth in Schedule I attached hereto,
including, without limitation, all its rights to participate in the operation
or management of the Limited Liability Companies and all its rights to
properties, assets, member interests and distributions (except as otherwise
provided herein) under the Limited Liability Company Agreements in respect of
such member interests.


“Pledged Partnership
Interest”: any and all of Pledgor’s interests, including units of
partnership interest, in the Partnerships as set forth in Schedule I attached
hereto, including, without limitation, all its rights to participate in the
operation or management of the Partnerships and all its rights to properties,
assets, member interests and distributions (except as otherwise provided
herein) under the Partnership Agreements in respect of such partnership
interests.


“Pledged Stock”:
the shares of capital stock listed on Schedule I hereto, together with all
stock certificates, options or rights of any nature whatsoever which may be
issued or granted by any of the Issuers to the Pledgors in respect of the
Pledged Stock while this Pledge Agreement is in effect.


“Proceeds”: all “proceeds”
as such term is defined in Section 9-306(1) of the UCC and, in any event, shall
include, without limitation, all dividends, distributions or other income from
the Pledged Stock, Pledged LLC Interests or Pledged Partnership Interests, or
collections thereon with respect thereto.


“Securities Act”:
the Securities Act of 1933, as amended.



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(c)           The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Pledge Agreement shall refer to
this Pledge Agreement as a whole and not to any particular provision of this
Pledge Agreement, and Section, Schedule, Annex, and Exhibit references are to
this Pledge Agreement unless otherwise specified.  The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such
terms.


2.             Pledge; Grant of Security
Interest.  Each Pledgor hereby
delivers, pledges, assigns, and transfers, as appropriate, to the Lender, all
the Pledged Collateral and hereby grants to the Lender, a first security
interest in the Pledged Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.


3.             Transfer Powers.  Concurrently with the delivery to the Lender
of each certificate representing one or more shares of the Pledged Stock, or
any Pledged LLC Interest or Pledged Partnership Interest which is certificated,
each Pledgor shall deliver an undated stock power or transfer power covering
such certificate, duly executed in blank with, if the Lender so requests,
signature guaranteed.


4.             Representations and Warranties.  Each Pledgor represents and warrants that:


(a)           the shares of
Pledged Stock listed on Schedule I constitute all the issued and outstanding
shares of all classes of the Capital Stock of the Issuers and are represented
by the certificates listed thereon;


(b)           the Pledged LLC
Interests listed on Part B of Schedule I constitute all the issued and
outstanding LLC Interests of all classes of the Issuers and are represented by
the certificates listed thereon, if such Pledged LLC Interests are
certificated;


(c)           the Pledged
Partnership Interests listed on Part C of Schedule I constitute all the issued
and outstanding Partnership Interests of all classes of the Issuers and are
represented by the certificates listed thereon, if such Pledged Partnership
Interests are certificated;


(d)           all the shares of
the Pledged Stock, the Pledged LLC Interests and the Pledged Partnership
Interests have been duly and validly issued and are fully paid and
nonassessable;


(e)           such Pledgor is the
record and beneficial owner of, and has title to, the Pledged Stock, the
Pledged Partnership Interests and the Pledged LLC Interests free of any and all
Liens or options in favor of, or claims of, any other Person, except the Lien
created by this Pledge Agreement;


(f)            upon delivery to
the Lender of the stock certificates evidencing the Pledged Stock, the
certificates evidencing the Pledged LLC Interests, if any, or the certificates
evidencing the Pledged Partnership Interests, if any, (and assuming the
continuing possession by Lender of such certificate in accordance with the
requirements of applicable law), the Lien granted pursuant to this Pledge
Agreement will constitute a valid, perfected first priority Lien on the Pledged
Collateral in favor of the Lender, enforceable as such against all creditors of
the Pledgors and any Persons purporting to purchase any Pledged Collateral from
the Pledgors;


(g)           Upon the filing of
UCC-1 financing statements in the jurisdictions referenced on Schedule II
attached hereto, the Liens granted pursuant to this Pledge Agreement on the
Pledged 



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Collateral
which are not certificated shall constitute perfected first priority Liens on
such Pledged Collateral which are not certificated in favor of the Lender,
enforceable as such against all creditors of the Pledgors and any Persons
purporting to purchase any Pledged Collateral from the Pledgors.


(h)           None of the Pledged
Stock, Pledged LLC Interests or Pledged Partnership Interests (i) are dealt in
or traded on securities exchanges or in securities markets, (ii) are by their
terms expressly subject to Article 8 of the Uniform Commercial Code of any
jurisdiction, (iii) constitute an investment company security or (iv) are held
in a securities account (in each case within the meaning of Section 8-103(c) of
the Code); and


(i)            All consents of
each required member in each Limited Liability Company or each required partner
in each Partnership to the grant of the security interests provided hereby and
to the transfer of the Pledged LLC Interests or Pledged Partnership Interests,
as the case may be, to the Lender or its designee pursuant to the exercise of
any remedies under Section 8 hereof have been obtained and are in full force and
effect.


5.             Covenants. 
Each Pledgor covenants and agrees with the Lender that, from and after
the date of this Pledge Agreement until the Obligations are paid in full:


(a)           If any Pledgor
shall, as a result of its ownership of the Pledged Collateral, become entitled
to receive or shall receive any stock certificate, partnership interest
certificate or membership interest certificate or similar certificate
evidencing such interest (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, whether in addition to,
in substitution for, as a conversion of, or in exchange for any shares of the
Pledged Collateral, or otherwise in respect thereof, each Pledgor shall accept
the same as the Lender’s agent, hold the same in trust for the Lender and
deliver the same forthwith to the Lender in the exact form received, duly indorsed
by such Pledgor to the Lender, if required, together with an undated stock or
transfer power covering such certificate duly executed in blank and with, if
the Lender so requests, signature guaranteed, to be held by the Lender, subject
to the terms hereof as additional collateral security for the Obligations.  Upon the liquidation or dissolution of any of
the Issuers, the Pledgor shall notify the Lender in advance of such liquidation
or dissolution and the proceeds thereof shall be paid over to the Lender for
repayment of the Loan in accordance with the Loan Agreement, and in case any
distribution of capital shall be made on or in respect of the Pledged
Collateral or any property shall be distributed upon or with respect to the
Pledged Collateral pursuant to the recapitalization or reclassification of the
capital of any of the Issuers or pursuant to the reorganization thereof, the
property so distributed shall be delivered to the Lender and the Issuer,
subject to the terms hereof, as additional collateral security for the
Obligations.  If any sums of money or
property so paid or distributed in respect of the Pledged Collateral shall be
received by Pledgor, such Pledgor shall, until such money or property is paid
or delivered to the Lender, hold such money or property in trust for the Lender
segregated from other funds of such Pledgor, as additional collateral security
for the Obligations.


(b)           Without the prior
written consent of the Lender, no Pledgor will (i) vote to enable, or take any
other action to permit, any of the Issuers to issue any stock or other equity
securities of any nature or to issue any other securities convertible into or
granting the right to purchase or exchange for any stock or other equity
securities of any of the Issuers, or (ii) sell, assign, transfer, exchange or
otherwise dispose of, or grant any option with respect to, the Pledged
Collateral, or (iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the Pledged Collateral,
or any interest therein, except for the Lien provided for by this Pledge
Agreement, or



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(iv) enter
into any agreement or undertaking restricting the right or ability of any
Pledgor or the Lender to sell, assign or transfer any of the Pledged Collateral.


(c)           Each Pledgor shall
maintain the security interest created by this Pledge Agreement as a first,
perfected security interest and shall defend such security interest against the
claims and demands of all Persons whomsoever. 
At any time and from time to time, upon the written request of the
Lender, and at the sole expense of the Pledgors, each Pledgor will promptly and
duly execute and deliver such further instruments and documents and take such
further actions as the Lender may reasonably request for the purposes of
obtaining or preserving the full benefits of this Pledge Agreement and of the
rights and powers herein granted.  If any
amount payable under or in connection with any of the Pledged Collateral shall be
or become evidenced by any promissory note, other instrument or chattel paper,
such note, instrument or chattel paper shall be immediately delivered to the
Lender, duly endorsed in a manner satisfactory to the Lender, to be held as
Pledged Collateral pursuant to this Pledge Agreement.


(d)           Each Pledgor agrees
to pay, and to save the Lender harmless from, any and all liabilities with
respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Pledged Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.


(e)           No Pledgor will,
unless it shall give 30 days’ written notice to such effect to the Lender and
shall have made any filing under the Uniform Commercial Code in effect in any
affected jurisdiction as the Lender may reasonably request to maintain the
perfected security interest granted pursuant to this Pledge Agreement, (i)
change the location of its jurisdiction of organization as defined in the
Uniform Commercial Code from that specified in the Loan Agreement or remove its
books and records from such location or (ii) change its name, identity or
structure to such an extent that any financing statement filed by it with
respect to Pledgor in connection with this Pledge Agreement would become
seriously misleading.


(f)            College Park
Investments, LLC hereby covenants with and for the benefit of Lender that in
the event that it acquires 100% of the direct or indirect equity interests in
Orchard Housing, LLC or Klotz Road Associates, LLC or if it at any time it is
not prohibited from pledging any direct or indirect interests in such entities,
College Park Investments, LLC will pledge such equity interests to Lender on
the same terms and conditions as set forth in this Agreement.



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6.             Cash Dividends;
Voting Rights.  Unless an Event of
Default shall have occurred and be continuing and the Lender shall have given
notice to the Pledgors of the Lender’s intent to exercise its corresponding
rights pursuant to Section 7 below, each Pledgor shall be permitted to receive
all cash dividends paid in the normal course of business of the Issuers and
consistent with past practice, to the extent permitted in the Loan Agreement,
in respect of the Pledged Collateral and to exercise all voting, corporate
(with respect to stock), member (with respect to LLC interests), and
partnership (with respect to Partnership Interests) rights with respect to the
Pledged Collateral; provided, however, that no vote shall be cast
or corporate or member right exercised or other action taken which would impair
the Pledged Collateral or which would be inconsistent with or result in any
violation of any provision of the Loan Agreement, the Note, this Pledge
Agreement or the other Loan Documents.


7.             Rights of the Lender.


(a)           All money Proceeds
received by the Lender hereunder shall be held by the Lender in a Collateral
Account.  All Proceeds while held by the
Lender in a Collateral Account (or by the Pledgor in trust for the Lender) shall
continue to be held as collateral security for all the Obligations and shall
not constitute payment thereof until applied as provided in Section 8(a).


(b)           If an Event of
Default shall occur and be continuing and the Lender shall give notice of its
intent to exercise such rights to Pledgor: 
(i) the Lender shall have the right to receive any and all cash
dividends or other cash distributions paid in respect of the Pledged Collateral
and make application thereof to the Obligations in such order as it may
determine, unless otherwise specifically provided in the Loan Documents, and
(ii) at the request of the Lender, all shares of the Pledged Stock, all Pledged
LLC Interests and all Pledged Partnership Interests shall be registered in the
name of the Lender or its nominee, and the Lender or its nominee may during
such period exercise (A) all voting, corporate or other rights pertaining to
such shares of the Pledged Stock at any meeting of shareholders of any of the
Issuers or otherwise (B) all members rights, powers and privileges with respect
to the Pledged LLC Interests to the same extent as a member under the
applicable Limited Liability Company Agreement; (C) all partnership rights,
powers and privileges with respect to the Pledged Partnership Interests to the
same extent as a member under the applicable Partnership Agreement; and (D) any
and all rights of conversion, exchange, subscription and any other rights,
privileges or options pertaining to such shares of the Pledged Collateral as if
it were the absolute owner thereof (including, without limitation, the right to
exchange at its discretion any and all of the Pledged Collateral upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate or company structure of any of the Issuers, or upon the
exercise by Pledgor or the Lender of any right, privilege or option pertaining
to such shares or interests of the Pledged Collateral, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Collateral
with any committee, depository, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without
liability except to account for property actually received by it, but the
Lender shall have no duty to exercise any such right, privilege or option and
shall not be responsible for any failure to do so or delay in so doing.


(c)           The rights of the
Lender hereunder shall not be conditioned or contingent upon the pursuit by the
Lender of any right or remedy against any of the Issuers, Borrower or against
any other Person which may be or become liable in respect of all or any part of
the Obligations or against any other collateral security therefor, guarantee
thereof or right of offset with respect thereto.  The Lender shall not be liable for any
failure to demand, collect or realize upon all or any part of the Pledged
Collateral or for any delay in doing so, nor shall it be under any obligation
to sell or otherwise dispose of any Pledged Collateral upon the request of the
Pledgors or any other Person or to take any other action whatsoever with regard
to the Pledged Collateral or any part thereof.



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8.             Remedies.


(a)           If an Event of
Default shall have occurred and be continuing, at any time at the Lender’s
election, except to the extent otherwise provided in the Loan Agreement, the
Lender may apply all or any part of the Proceeds held in any Collateral Account
in payment of the Obligations in such order as the Lender may elect.


(b)           If an Event of
Default shall occur and be continuing, the Lender may exercise, in addition to
all other rights and remedies granted in this Pledge Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations,
all rights and remedies of a secured party under the Code.  Without limiting the generality of the
foregoing, the Lender, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Pledgor, the Borrower, the
Issuers or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Pledged
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Pledged
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker’s board or office of the Lender or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as
it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk.  The
Lender or any Lender shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Pledged Collateral so sold, free of any
right or equity of redemption in any Pledgor, which right or equity is hereby
waived or released.  The Lender shall
apply any Proceeds from time to time held by it and the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Pledged Collateral or in
any way relating to the Pledged Collateral or the rights of the Lender
hereunder, including, without limitation, reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Lender may elect, and only after such application and after the
payment by the Lender of any other amount required by any provision of law,
including, without limitation, Section 9-504(1)(c) of the Code, need the Lender
account for the surplus, if any, to any Pledgor.  To the extent permitted by applicable law,
each Pledgor waives all claims, damages and demands it may acquire against the
Lender arising out of the exercise by the Lender of any of its rights
hereunder.  If any notice of a proposed
sale or other disposition of Pledged Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.  Each
Pledgor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of Pledged Collateral are insufficient to pay the Obligations
and the reasonable and actual fees and disbursements of any attorneys employed
by the Lender to collect such deficiency.


9.             Registration Rights; Private Sales.


(a)           If the Lender shall
determine to exercise its right to sell any or all of the shares of Pledged Stock,
any or all of the Pledged LLC Interests, or any or all of the Pledged
Partnership Interests pursuant to Section 8 hereof, and if in the opinion of
the Lender it is necessary or advisable to have the Pledged Stock and/or the
Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion
thereof to be sold, registered under the provisions of the Securities Act, each
Pledgor will cause any or all of the Issuers to (i) execute and deliver, and
cause the officers of such Issuers to execute and deliver, all such instruments
and documents, and do or cause to be done all such other acts as may be, in the
opinion of the Lender, necessary or advisable to register the shares of Pledged
Stock, or that portion of them to be sold, under the provisions of the
Securities Act, (ii) to use its best efforts to cause the registration



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statement
relating thereto to become effective and to remain effective for a period of
one year from the date of the first public offering of the shares of Pledged
Stock, or that portion thereof to be sold, and (iii) to make all amendments
thereto and/or to the related prospectus which, in the opinion of the Lender,
are necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto.  Each
Pledgor agrees to cause the Issuers to comply with the provisions of the
securities or “Blue Sky” laws of any and all jurisdictions which the Lender
shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.


(b)           Each Pledgor
recognizes that the Lender may be unable to effect a public sale of any or all
the Pledged Stock, any or all of the Pledged LLC Interests, or any or all of
the Pledged Partnership Interests, by reason of certain prohibitions contained
in the Securities Act and applicable state securities laws or otherwise, and may
be compelled to resort to one or more private sales thereof to a restricted
group of purchasers which will be obliged to agree, among other things, to
acquire such securities for their own account for investment and not with a
view to the distribution or resale thereof. 
Each Pledgor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the Lender than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially
reasonable manner.  The Lender shall be
under no obligation to delay a sale of any of the Pledged Stock, any or all of
the Pledged LLC Interests, or any or all of the Pledged Partnership Interests
for the period of time necessary to permit the Issuers to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if the Issuers would agree to do so.


(c)           Each Pledgor further
agrees to use its reasonable efforts to do or cause to be done all such other
acts as may be necessary to make any sale or sales of all or any portion of the
Pledged Stock pursuant to this Pledge Agreement valid and binding and in
compliance with any and all other applicable Applicable Laws.  Each Pledgor further agrees that a breach of
any of the covenants contained in this Section will cause irreparable injury to
the Lender, that the Lender has no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
shall be specifically enforceable against each Pledgor, and each Pledgor hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred under the Loan Agreement.


10.           Irrevocable Authorization and
Instruction to Issuers.  Each Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Lender in writing that (a) states that an Event of
Default has occurred and is continuing and (b) is otherwise in accordance with
the terms of this Pledge Agreement, without any other or further instructions
from any Pledgor, and each Pledgor agrees that each Issuer shall be fully
protected in so complying.


11.           Agent’s Appointment as
Attorney-in-Fact.


(a)           Each Pledgor hereby
irrevocably constitutes and appoints the Lender and any officer or agent of the
Lender, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of each
Pledgor and in the name of each Pledgor or in the Lender’s own name, from time
to time in the Lender’s discretion, for the purpose of carrying out the terms
of this Agreement, to take any and all appropriate action and to execute any
and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Pledge Agreement, including, without
limitation, any financing statements, endorsements, assignments or



 9
 









other
instruments of transfer including those financing statements listing all assets
of the Pledgor (other than College Park Investments LLC which cannot issue an
all assets pledge) as the collateral in which the secured party named therein
has a security interest.


(b)           Each Pledgor hereby
ratifies all that said attorneys shall lawfully do or cause to be done pursuant
to the power of attorney granted in Section 11(a).  All powers, authorizations and agencies
contained in this Pledge Agreement are coupled with an interest and are
irrevocable until this Pledge Agreement is terminated and the security interest
created hereby is released.


12.           Limitation on Duties Regarding
Pledged Collateral.  The Lender’s
sole duty with respect to the custody, safekeeping and physical preservation of
the Pledged Collateral in its possession, under Section 9-207 of the Code or
otherwise, shall be to deal with it in the same manner as the Lender deals with
similar securities and property for its own account, except that the Lender
shall have no obligation to invest funds held in any Collateral Account and may
hold the same as demand deposits. 
Neither the Lender nor any of its directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon any of
the Pledged Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Pledged Collateral upon the
request of the Pledgors or any other Person or to take any other action
whatsoever with regard to the Pledged Collateral or any part thereof.


13.           Execution of Financing Statements.  Pursuant to Section 9-402 of the Code, each
Pledgor hereby authorizes the Lender to file financing statements with respect
to the Pledged Collateral without the signature of such Pledgor in such form
and in such filing offices as the Lender reasonably determines appropriate to
perfect the security interests of the Lender under this Pledge Agreement.  Each Pledgor hereby specifically authorizes
Lender to file financing statements which list the collateral as being all
assets of such pledgor (which is the named “Debtor” thereon).  A carbon, photographic or other reproduction
of this Pledge Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.


14.           Powers Coupled with an Interest.  All authorizations and agencies herein
contained with respect to the Pledged Collateral are irrevocable and powers
coupled with an interest.


15.           Notices.  Notices, requests and demands to or upon the
Lender or the Pledgors hereunder shall be effected in the manner set forth in
Section 10.6 of the Loan Agreement.


16.           Severability.  Any provision of this Pledge Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


17.           Paragraph Headings.  The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


18.           No Waiver; Cumulative Remedies.  The Lender shall not by any act (except by a
written instrument pursuant to Section 19 hereof), delay, indulgence, omission
or otherwise be deemed to



 10
 









have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in
exercising, on the part of the Lender, any right, power or privilege hereunder
shall operate as a waiver thereof.  No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  A waiver by
the Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Lender would otherwise have
on any future occasion.  The rights and
remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.


19.           SPE Provisions.  Each of the Property Pledgors and Mezzanine
Subsidiary Pledgors hereby represents, covenants and agrees as follows:


(a)           Each Property
Pledgor and Mezzanine Subsidiary Pledgor has not and will not:


(i)      engage in any business or
activity other than the ownership, operation and maintenance of the Mezzanine
Collateral that it owns and activities incidental thereto;


(ii)     acquire or own any assets
other than the Mezzanine Collateral that it owns on the date hereof;


(iii)    merge into or consolidate
with any Person, or dissolve, terminate, liquidate in whole or in part,
transfer or otherwise dispose of all or substantially all of its assets or
change its legal structure;


(iv)    fail to observe all
organizational formalities, or fail to preserve its existence as an entity duly
organized, validly existing and in good standing (if applicable) under the
applicable Legal Requirements of the jurisdiction of its organization or
formation, or amend, modify, terminate or fail to comply with the provisions of
its organizational documents;


(v)     own any subsidiary, or
make any investment in, any Person, except as contemplated hereby;


(vi)    commingle its assets with
the assets of any other Person or permit any Affiliate or constituent party
independent access to its bank accounts except that each such Pledgor may remit
funds to an account held by the Borrower as to which the Borrower maintains
accurate books and records as to the funds attributable to such Pledgor;


(vii)   incur any debt, secured or
unsecured, direct or contingent (including guaranteeing any obligation), other
than the Guaranteed Obligations;


(viii)  fail to maintain its
records, books of account, bank accounts, financial statements, accounting
records and other entity documents separate and apart from those of any other
Person; except that Pledgor’s financial position, assets, liabilities, net
worth and operating results may be included in the consolidated financial
statements of an Affiliate, provided that such consolidated financial
statements contain a footnote indicating that Pledgor is a separate legal
entity and that it maintains separate books and records;


(ix)    enter into any contract or
agreement with any general partner, member, shareholder, principal, guarantor
of the obligations of Pledgor, or any Affiliate of the foregoing,



 11
 









except upon
terms and conditions that are intrinsically fair, commercially reasonable and
substantially similar to those that would be available on an arm’s-length basis
with unaffiliated third parties;


(x)     maintain its assets in such
a manner that it will be costly or difficult to segregate, ascertain or
identify its individual assets from those of any other Person;


(xi)    assume or guaranty the
debts of any other Person, hold itself out to be responsible for the debts of
any other Person, or otherwise pledge its assets for the benefit of any other
Person or hold out its credit as being available to satisfy the obligations of
any other Person;


(xii)   make any loans or advances
to any Person;


(xiii)  fail to file its own tax
returns or files a consolidated federal income tax return with any Person
(unless prohibited or required, as the case may be, by applicable Legal
Requirements);


(xiv)  fail either to hold itself
out to the public as a legal entity separate and distinct from any other Person
or to conduct its business solely in its own name or fail to correct any known
misunderstanding regarding its separate identity;


(xv)   fail to maintain adequate
capital for the normal obligations reasonably foreseeable in a business of its
size and character and in light of its contemplated business operations;


(xvi)  if it is a partnership or
limited liability company, without the unanimous written consent of all of its
partners or members, as applicable, and the written consent of 100% of the
managers of Pledgor, (a) file or consent to the filing of any petition, either
voluntary or involuntary, to take advantage of any Creditors Rights Laws, (b)
seek or consent to the appointment of a receiver, liquidator or any similar
official, (c) take any action that might cause such entity to become insolvent,
or (d) make an assignment for the benefit of creditors;


(xvii) fail to allocate shared
expenses (including, without limitation, shared office space and services
performed by an employee of an Affiliate) among the Persons sharing such
expenses and to use separate stationery, invoices and checks;


(xviii)  fail to remain solvent or
pay its own liabilities (including, without limitation, salaries of its own
employees) only from its own funds, provided that there are sufficient funds
from the operation of the Property to do so;


(xix)   acquire obligations or
securities of its partners, members, shareholders or other affiliates, as
applicable;


(xx)    violate or cause to be
violated the assumptions made with respect to Pledgor and its principals in any
opinion letter pertaining to substantive consolidation delivered to Lender in
connection with the Loan; or


(xxi)   fail to maintain a
sufficient number of employees in light of its contemplated business
operations.


(b)           If such Pledgor is a
limited partnership or limited liability company, each general partner in the
case of a limited partnership, or the managing member in the case of a limited
liability company (each an “SPE Component Entity”) of such Pledgor, as
applicable, shall be a corporation whose



 12
 









sole asset is
its interest in such Pledgor.  Each SPE
Component Entity (i) will at all times comply with each of the covenants, terms
and provisions contained in Section 6.1(a)(iii) - (vi) and (viii) - (xxi), as
if such representation, warranty or covenant was made directly by such SPE
Component Entity; (ii) will not engage in any business or activity other than
owning an interest in such Pledgor; (iii) will not acquire or own any assets
other than its partnership, membership, or other equity interest in such
Pledgor; (iv) will not incur any debt, secured or unsecured, direct or
contingent (including guaranteeing any obligation); and (v) will cause such
Pledgor to comply with the provisions of this Section 3.6.  Prior to the withdrawal or the disassociation
of any SPE Component Entity from such Pledgor, such Pledgor shall immediately
appoint a new general partner or managing member whose articles of
incorporation are substantially similar to those of such SPE Component Entity
and, if an opinion letter pertaining to substantive consolidation was required
at closing, deliver a new opinion letter acceptable to Lender and the Rating
Agencies with respect to the new SPE Component Entity and its equity owners.  Notwithstanding the foregoing, to the extent
such Pledgor is a single member Delaware limited liability company, so long as
such Pledgor maintains such formation status, no SPE Component Entity shall be
required.


(c)           In the event such
Pledgor is a single-member Delaware limited liability company, the limited
liability company agreement of such Pledgor (the “LLC Agreement”) shall
provide that (i) upon the occurrence of any event that causes the sole member
of such Pledgor (“Member”) to cease to be the member of such Pledgor
(other than (A) upon an assignment by Member of all of its limited liability
company interest in such Pledgor and the admission of the transferee, or (B)
the resignation of Member and the admission of an additional member in either
case in accordance with the terms of the Loan Documents and the LLC Agreement),
any person acting as Independent Director of such Pledgor shall without any
action of any other Person and simultaneously with the Member ceasing to be the
member of such Pledgor, automatically be admitted to such Pledgor (“Special
Member”) and shall continue such Pledgor without dissolution and (ii)
Special Member may not resign from such Pledgor or transfer its rights as
Special Member unless (A) a successor Special Member has been admitted to such
Pledgor as Special Member in accordance with requirements of Delaware law and
(B) such successor Special Member has also accepted its appointment as an
Independent Director.  The LLC Agreement
shall further provide that (i) Special Member shall automatically cease to be a
member of such Pledgor upon the admission to such Pledgor of a substitute
Member, (ii) Special Member shall be a member of such Pledgor that has no
interest in the profits, losses and capital of such Pledgor and has no right to
receive any distributions of such Pledgor assets, (iii) pursuant to Section
18-301 of the Delaware Limited Liability Company Act (the “Act”),
Special Member shall not be required to make any capital contributions to such
Pledgor and shall not receive a limited liability company interest in such
Pledgor, (iv) Special Member, in its capacity as Special Member, may not bind
such Pledgor, and (v) except as required by any mandatory provision of the Act,
Special Member, in its capacity as Special Member, shall have no right to vote on,
approve or otherwise consent to any action by, or matter relating to, such
Pledgor, including, without limitation, the merger, consolidation or conversion
of such Pledgor; provided, however, such prohibition shall not limit the
obligations of Special Member, in its capacity as Independent Director, to vote
on such matters required by the Loan Documents or the LLC Agreement.  In order to implement the admission to such
Pledgor of Special Member, Special Member shall execute a counterpart to the
LLC Agreement.  Prior to its admission to
such Pledgor as Special Member, Special Member shall not be a member of such
Pledgor.


(d)           Upon the occurrence
of any event that causes the Member to cease to be a member of such Pledgor, to
the fullest extent permitted by law, the personal representative of Member
shall, within ninety (90) days after the occurrence of the event that
terminated the continued membership of Member in such Pledgor, agree in writing
(i) to continue such Pledgor and (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of such Pledgor, effective as of the occurrence of the event that
terminated the continued membership of Member 



 13
 









of such
Pledgor in such Pledgor.  Any action initiated
by or brought against Member or Special Member under any Creditors Rights Laws
shall not cause Member or Special Member to cease to be a member of such
Pledgor and upon the occurrence of such an event, the business of such Pledgor
shall continue without dissolution.  The
LLC Agreement shall provide that each of Member and Special Member waives any
right it might have to agree in writing to dissolve such Pledgor upon the
occurrence of any action initiated by or brought against Member or Special
Member under any Creditors Rights Laws, or the occurrence of an event that
causes Member or Special Member to cease to be a member of such Pledgor.


(e)           Notwithstanding
anything to the contrary contained in this Agreement, Lender hereby
acknowledges and agrees (i) that College Park Investments LLC shall be
permitted to execute and deliver customary “non-recourse carveout” guarantees
for the benefit of Bank of America, N.A. in connection with individual mortgage
loans being made to each individual Mezzanine Asset Owner and (ii) that each
Mezzanine Subsidiary Pledgor shall be permitted to cause or permit each
Mezzanine Asset Owner to enter into a mortgage loan with Bank of America, N.A.,
provided, that, in the case of both (i) and (ii), the related mortgage loan obtained
from Bank of America, N.A. shall not exceed the amounts set forth on Schedule
II for the related Mezzanine Asset Owner.


20.           Waivers and Amendments; Successors
and Assigns; Governing Law.  None of
the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgors, and the Lender, provided that any provision of this Pledge
Agreement may be waived by the Lender in a letter or agreement executed by the
Lender or by telex or facsimile transmission from the Lender.  This Pledge Agreement shall be binding upon
the successors and assigns of each Pledgor and shall inure to the benefit of
the Lender and their respective successors and assigns.  THIS PLEDGE AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


[SIGNATURE PAGE
IMMEDIATELY FOLLOWS]



 14














IN WITNESS WHEREOF, the
undersigned has caused this Pledge Agreement to be duly executed and delivered
as of the date first above written.


	
  

  	
  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

  
						





[ALL SIGNATURE BLOCKS TO BE INSERTED UPON RECEIPT]











ACKNOWLEDGMENT AND
CONSENT


The undersigned, the
Issuers referred to in the foregoing Pledge Agreement, hereby acknowledge
receipt of a copy thereof and agree to be bound thereby and to comply with the
terms thereof insofar as such terms are applicable to it, including, without
limitation, Section 10 of the Pledge Agreement. 
The undersigned agree to notify the Lender promptly in writing of the
occurrence of any of the events described in Section 5(a) of the Pledge
Agreement.  The undersigned further agree
that the terms of Section 9(c) of the Pledge Agreement shall apply to them, mutatis
mutandis, with respect to all actions that may be required of them under
or pursuant to or arising out of Section 9 of the Pledge Agreement.











SCHEDULE I to

Pledge Agreement


A.  DESCRIPTION OF PLEDGED STOCK


	
  Name of 

  Issuer

  	
   

  	
  Class of 

  Stock

  	
   

  	
  Stock Certificate 

  Number

  	
   

  	
  Number of

  Shares

  
	
  GMH Communities  TRS, Inc.

  	
   

  	
  common stock

  	
   

  	
  1

  	
   

  	
  1,000

  
	
  College Park Management  TRS, Inc.

  	
   

  	
  common stock

  	
   

  	
  2

  	
   

  	
  1,000

  



B.  DESCRIPTION OF PLEDGED LLC INTERESTS


	
  Name of 

  Issuer*

  	
   

  	
  Class of 

  LLC Interest

  	
   

  	
  Certificate 

  Number.

  	
   

  	
  Number of

  Interests

  	
   

  
	
  Savoy Village
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Croyden Avenue
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Monks Road
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  South Carolina
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Reno Associates,
  LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Denton
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Lankford Drive
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Clarizz
  Boulevard Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Lakeside
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Urbana
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Red Mile Road
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Burbank Drive
  Associates III, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Commons Drive
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Abbott Road
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Campus View
  Drive Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Alexander Road
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Brown Road
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Keller Boulevard
  Associates, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Lankford Drive
  Associates II, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Clarizz
  Boulevard Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Lakeside Drive
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Urbana
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Red Mile Road
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Burbank Drive
  Associates Intermediate III, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Commons Drive
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Abbott Road
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Campus View Drive
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Alexander Road
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Brown Road
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Keller Boulevard
  Associates Intermediate, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  Lankford Drive
  Associates Intermediate II, LLC

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  
	
  College Park
  Management, LLC, a Florida limited liability company

  	
   

  	
  Regular

  	
   

  	
  N/A

  	
   

  	
  100

  	
  %

  







*All entities are organized under the laws of Delaware
unless otherwise specified.











C.  DESCRIPTION
OF PLEDGED PARTNERSHIP INTERESTS


	
  Name of 

  Issuer

  	
   

  	
  Class of 

  Partnership Interest

  	
   

  	
  Certificate 

  Number

  	
   

  	
  Number of

  Interests

  
	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  



 











SCHEDULE II


	
  Mezzanine Asset

  	
   

  	
  Mezzanine 

  Subsidiary Pledgor

  	
   

  	
  Mezzanine Asset 

  Owner

  	
   

  	
  Guaranteed 

  Obligations

  	
   

  	
  Bank of America

  Mortgage Loan 

  Amount

  
	
  University Commons:   Bloomington, IN

  	
   

  	
  Clarizz Boulevard Associates Intermediate, LLC

  	
   

  	
  Clarizz Boulevard Associates, LLC

  	
   

  	
  $

  	
  5,667152

  	
   

  	
  $22,266,427

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Athens, GA

  	
   

  	
  Lakeside Associates Intermediate, LLC

  	
   

  	
  Lakeside Associates, LLC

  	
   

  	
  $

  	
  2,095,346

  	
   

  	
  $

  	
  14,100,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Urbana, IL

  	
   

  	
  Urbana Associates Intermediate, LLC

  	
   

  	
  Urbana Associates, LLC

  	
   

  	
  $

  	
  2,642,732

  	
   

  	
  $

  	
  16,575,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Lexington, KY

  	
   

  	
  Red Mile Road Associates Intermediate, LLC

  	
   

  	
  Red Mile Road Associates, LLC

  	
   

  	
  $

  	
  1,917,461

  	
   

  	
  $

  	
  16,875,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Baton Rouge, LA

  	
   

  	
  Burbank Drive Associates Intermediate III, LLC

  	
   

  	
  Burbank Drive Associates III, LLC

  	
   

  	
  $

  	
  1,444,136

  	
   

  	
  $

  	
  14,887,500

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Eugene, OR

  	
   

  	
  Commons Drive Associates Intermediate, LLC

  	
   

  	
  Commons Drive Associates, LLC

  	
   

  	
  $

  	
  1,468,027

  	
   

  	
  $

  	
  16,148,310

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   East Lansing, MI

  	
   

  	
  Abbott Road Associates Intermediate, LLC

  	
   

  	
  Abbott Road Associates, LLC

  	
   

  	
  $

  	
  3,252,900

  	
   

  	
  $

  	
  17,850,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Starkville, MS

  	
   

  	
  Campus View Drive Associates Intermediate, LLC

  	
   

  	
  Campus View Drive Associates, LLC

  	
   

  	
  $

  	
  680,524

  	
   

  	
  $

  	
  7,485,763

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Cayce, SC

  	
   

  	
  Alexander Road Associates Intermediate, LLC

  	
   

  	
  Alexander Road Associates, LLC

  	
   

  	
  $

  	
  2,354,558

  	
   

  	
  $

  	
  16,200,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Oxford, OH

  	
   

  	
  Brown Road Associates Intermediate, LLC

  	
   

  	
  Brown Road Associates, LLC

  	
   

  	
  $

  	
  2,154,091

  	
   

  	
  $

  	
  15,600,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  University Commons:   Tuscaloosa, AL

  	
   

  	
  Keller Boulevard Associates Intermediate, LLC

  	
   

  	
  Keller Boulevard Associates, LLC

  	
   

  	
  $

  	
  3,075,000

  	
   

  	
  $

  	
  15,375,000