Exhibit 10.38


PROMISSORY NOTE


	
  $250,000,000

  	
   

  	
  Charlotte, North
  Carolina

  
	
   

  	
   

  	
  October 2, 2006

  



FOR VALUE RECEIVED,
the GMH COMMUNITIES, LP, having an address at 10 Campus Boulevard, Newtown
Square, Pennsylvania  19073, as maker
(individually and collectively, as the context may require, “Borrower”), hereby,
jointly and severally, unconditionally promise to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association having an office at 301 South College Street, Charlotte, North
Carolina 28288, as payee (“Lender”),
or at such other place as the holder hereof may from time to time designate in
writing, the principal sum of Two Hundred Fifty Million and 00/100 Dollars
($250,000,000), in lawful money of the United States of America with interest
thereon to be computed from the date of this Note at the Applicable Interest
Rate, and to be paid in accordance with the terms of this Note and that certain
Loan Agreement, dated the date hereof, between Borrower and Lender (the “Loan Agreement”).  All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement.


ARTICLE 1
– PAYMENT TERMS


Borrower agrees to pay
the principal sum of this Note and interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and on the dates specified in
Article II of the Loan Agreement, and the outstanding balance of the principal
sum of this Note and all accrued and unpaid interest thereon shall be due and
payable on the Maturity Date (or such earlier date as may be required pursuant
to Section 2.3.2(c) of the Loan Agreement).


ARTICLE 2
– DEFAULT AND ACCELERATION


The Debt shall without
notice become immediately due and payable at the option of Lender if any
payment required in this Note is not paid on or prior to the date when due
(after the expiration of any applicable notice and grace periods) or if not
paid on the Maturity Date or on the happening of any other Event of Default and
in addition, upon any such occurrence, Lender shall be entitled to receive
interest on the entire unpaid principal sum at the Default Rate pursuant to the
terms of the Loan Agreement.  This
Article 2, however, shall not be construed as an agreement or privilege to
extend the date of the payment of the Debt, nor as a waiver of any other right
or remedy accruing to Lender by reason of the occurrence of any Event of
Default.


ARTICLE 3
– LOAN DOCUMENTS


This Note is secured by
the Pledge Agreement, the Guaranty, the Security Instruments and the other Loan
Documents.  All of the terms, covenants
and conditions contained in the Loan Agreement, the Security Instruments, the
Guaranty, the Pledge Agreement 













and the other Loan
Documents are hereby made part of this Note to the same extent and with the
same force as if they were fully set forth herein.  In the event of a conflict or inconsistency
between the terms of this Note and the Loan Agreement, the terms and provisions
of the Loan Agreement shall govern.


ARTICLE 4
– SAVINGS CLAUSE


This Note and the Loan
Agreement are subject to the express condition that at no time shall Borrower
be obligated or required to pay interest on the principal balance of the Loan
at a rate which could subject Lender to either civil or criminal liability as a
result of being in excess of the Maximum Legal Rate.  If, by the terms of this Note, the Loan
Agreement or the other Loan Documents, Borrower is at any time required or
obligated to pay interest on the principal balance due hereunder at a rate in
excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default
Rate, as the case may be, shall be deemed to be immediately reduced to the
Maximum Legal Rate and all previous payments in excess of the Maximum Legal
Rate shall be deemed to have been payments in reduction of principal and not on
account of the interest due hereunder. 
All sums paid or agreed to be paid to Lender for the use, forbearance,
or detention of the sums due under the Loan, shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of the Loan until payment in full so that the rate or amount
of interest on account of the Loan does not exceed the Maximum Legal Rate of
interest from time to time in effect and applicable to the Loan for so long as
the Loan is outstanding.


ARTICLE 5
– NO ORAL CHANGE


This Note may not be
modified, amended, waived, extended, changed, discharged or terminated orally
or by any act or failure to act on the part of Borrower or Lender, but only by
an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.


ARTICLE 6
– WAIVERS


Borrower and all others
who may become liable for the payment of all or any part of the Debt do hereby
severally waive presentment and demand for payment, notice of dishonor, notice
of intention to accelerate, notice of acceleration, protest and notice of
protest and non payment and all other notices of any kind (except to the extent
expressly provided in the Loan Documents). 
No release of any security for the Debt or extension of time for payment
of this Note or any installment hereof, and no alteration, amendment or waiver
of any provision of this Note, the Loan Agreement or the other Loan Documents
made by any Person other than Lender shall release, modify, amend, waive,
extend, change, discharge, terminate or affect the liability of Borrower, and
any other Person who may become liable for the payment of all or any part of
the Debt, under this Note, the Loan Agreement or the other Loan Documents.  No notice to or demand on Borrower shall be
deemed to be a waiver of the obligation of Borrower or of the right of Lender
to take further action without further notice or demand as provided for in this
Note, the Loan Agreement or the other Loan Documents.  If Borrower is a partnership, the agreements
herein contained shall remain in force and be applicable, notwithstanding any
changes in the 



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individuals or entities
comprising the partnership, and the term “Borrower,” as used herein, shall include any
alternate or successor partnership, but any predecessor partnership and their
partners shall not thereby be released from any liability, except as expressly
set forth in the Loan Agreement.  If Borrower
is a corporation, the agreements contained herein shall remain in full force
and be applicable notwithstanding any changes in the shareholders comprising,
or the officers and directors relating to, the corporation, and the term “Borrower” as used herein,
shall include any alternate or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder, except as expressly
set forth in the Loan Agreement.  If
Borrower is a limited liability company, the agreements herein contained shall
remain in force and be applicable, notwithstanding any changes in the members
comprising the limited liability company, and the term “Borrower” as used
herein, shall include any alternate or successor limited liability company, but
any predecessor limited liability company and their members shall not thereby
be released from any liability, except as expressly set forth in the Loan
Agreement.  (Nothing in the foregoing
sentence shall be construed as a consent to, or a waiver of, any prohibition or
restriction on transfers of interests in such partnership, corporation or
limited liability company which may be set forth in the Loan Agreement, the
Security Instruments or any other Loan Document.)  If Borrower consists of more than one person
or party, the obligations and liabilities of each such person or party shall be
joint and several.


ARTICLE 7
– TRANSFER


Upon the transfer of this
Note, Borrower hereby waiving notice of any such transfer, Lender may deliver
all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights, liabilities and obligations herein or under
applicable law given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or
responsibility in the matter; but Lender shall retain all rights hereby given
to it with respect to any liabilities and the collateral not so transferred; provided,
however, Borrower shall continue making payments due under this Note to
the Lender named herein until Borrower has received notice of such transferee
and upon receipt of such notice, Borrower shall commence making payments due
under this Note to such transferee.


ARTICLE 8
– GOVERNING LAW


This Note shall be
governed in accordance with the terms and provisions of Section 10.3 of the
Loan Agreement.


ARTICLE 9
– NOTICES


All notices or other
written communications hereunder shall be delivered in accordance with Section
10.6 of the Loan Agreement.


ARTICLE
10 – SEVERABILITY


Wherever possible, each
provision of this Note shall be interpreted in such manner as to be effective
and valid under Applicable Laws, but if any such provision of this Note 



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shall be prohibited by or
invalid under Applicable Laws, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Note.


[SIGNATURE PAGE IMMEDIATELY FOLLOWS]



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IN WITNESS WHEREOF,
Borrower has duly executed this Note as of the day and year first above
written.


 


	
  

  	
  GMH COMMUNITIES, LP, a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  GMH Communities GP Trust, a Maryland real estate
  investment trust, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Joseph Macchione

  	
   

  
	
   

  	
   

  	
  Name: Joseph Macchione

  
	
   

  	
   

  	
  Title: Vice President & Secretary