Exhibit 10.41


GMH COMMUNITIES, LP


TAXABLE NOTE


SERIES 2007


Dated:  May 7, 2007


	
  Variable

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Rate

  	
   

  	
  Maturity Date

  	
   

  	
  CUSIP

  
	
  

  	
   

  	
  April 30, 2010

  	
   

  	
  36188TAA2

  



 


	
  No. R-1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL AMOUNT:

  	
   

  	
  $ 100,000,000

  
	
   

  	
   

  	
   

  
	
  REGISTERED OWNER:

  	
   

  	
  CEDE & Co.

  



 


THIS NOTE HAS NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE.  ANY
RESALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE INDENTURE (AS DEFINED HEREIN).


THIS NOTE IS SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OF THE
SECURITIES ACT.  THE PURCHASER HEREOF
AGREES TO PROVIDE NOTICE TO ANY PROPOSED TRANSFEREE OF A BENEFICIAL OWNERSHIP
INTEREST IN THE PURCHASED NOTES OF THE  RESTRICTION ON TRANSFERS ONLY TO QUALIFIED
INSTITUTIONAL BUYERS.


EXCEPT FOR THE INITIAL OWNER, EACH
TRANSFEREE OF THIS NOTE BY ITS PURCHASE HEREOF, IS DEEMED TO HAVE REPRESENTED
THAT SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OF THE SECURITIES ACT, AND WILL ONLY TRANSFER, RESELL, REOFFER, PLEDGE
OR OTHERWISE TRANSFER THIS NOTE TO A SUBSEQUENT TRANSFEREE WHO SUCH TRANSFEROR
REASONABLY BELIEVES IS A











QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
AND WHO IS WILLING AND ABLE TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE
RISKS INVOLVED WITH OWNERSHIP OF THE SERIES 2007 NOTES (AS DEFINED IN THIS
NOTE) AND AGREES TO BE BOUND BY THE TRANSFER RESTRICTIONS.


THIS NOTE IS SUBJECT IN ALL RESPECTS
TO THE TERMS OF TRUST INDENTURE, DATED AS OF MAY 7, 2007, BETWEEN GMH COMMUNITIES,
LP, AS ISSUER (THE “ISSUER”), AND U.S. BANK TRUST NATIONAL ASSOCIATION, AS
TRUSTEE (THE “INDENTURE”), AND THAT CERTAIN NOTE PURCHASE AGREEMENT DATED MAY
7, 2007 BETWEEN THE ISSUER AND MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED (THE “NOTE PURCHASE AGREEMENT”).


NEITHER THIS NOTE NOR ANY OBLIGATION
REPRESENTED HEREBY MAY BE TRANSFERRED TO ANY PARTY EXCEPT IN ACCORDANCE WITH
THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE.


The Issuer, for a value received, hereby promises to
pay, solely from the sources and in the manner hereinafter provided, to the
order of the Registered Owner named above, or registered assigns, on the
Maturity Date specified above (or earlier as herein provided) the Principal
Amount specified above as shall have been advanced to the Issuer by the Initial
Owner pursuant to the terms of the Indenture and to pay interest on such
Principal Amount from the Interest Payment Date (as hereinafter defined) next
preceding the date of registration and authentication of this Note, unless this
Note is registered and authenticated as of an Interest Payment Date, in which
case it shall bear interest from said Interest Payment Date; or unless this
Bond is registered and authenticated prior to June 1, 2007, in which event this
Note shall bear interest from the Dated Date above; or unless, as shown by the
records of the Trustee (as hereinafter defined), interest on this Note shall be
in default, in which event this Note shall bear interest from the date to which
interest was last paid on this Note, until the Issuer’s obligations with
respect to payment of such Principal Amount shall be discharged, at the Note
Rate per annum for the Notes calculated as described herein, payable on the
first calendar day of each calendar month (or if such day is not a Business Day
(as defined in the Indenture), the next succeeding Business Day) commencing
June 1, 2007 (each, an “Interest Payment Date”) until such Principal Amount is
duly paid, unless this Note shall have been previously called for redemption and
payment therefor shall have been duly made or provided.


The principal of and interest on this Note shall be
payable in lawful money of the United States of America, without exchange or
collection charges, upon presentation and surrender of this Note at the
designated corporate trust office of U.S. Bank Trust National Association in
New York, New York, as trustee, or its successor (the “Trustee”).  Interest on this Note is payable by wire
transfer in immediately available funds to the Person in whose name this Note
is registered and at the address shown on the Record Date on the note
registration books kept by the Trustee as registrar for the Notes to the bank
account number on file with the Paying Agent as of the Record Date upon written
request therefor by the owner thereof for the appropriate Interest Payment.











EXCEPT AS OTHERWISE PROVIDED IN
SECTION 2.11 OF THE INDENTURE, THIS NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT
IN PART, ONLY TO ANOTHER NOMINEE TO THE NOTE DEPOSITORY (AS DEFINED IN THE
INDENTURE) OR TO A SUCCESSOR NOTE DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
NOTE DEPOSITORY.


This Note has been issued under and pursuant to the
provisions of Indenture.


This Note is one of a duly authorized issue of Notes
of the Issuer known as “GMH Communities, LP Notes, Series 2007” (the “Series
2007 Notes”) issued, executed and delivered by the Issuer pursuant to and
governed by the Indenture.


This Note is one of a Series of fully registered notes
of like tenor and effect.  The Notes are
general obligations of the Issuer, equally secured by a lien on and pledge of
all monies and securities held by the Trustee under the Indenture applicable to
the Notes and earnings thereon (except amounts in the Cost of Issuance Fund
created under the Indenture).


Reference is hereby made to the Indenture for a
description of the provisions, among others, with respect to the custody and
application of the proceeds of the Notes issued under the Indenture, the funds
charged with and pledged to the payment of the principal of and interest on the
Notes, the rights, duties and obligations of the Issuer and of the Trustee, the
rights of the owners of the Notes and the provisions regulating the manner in
which the terms of the Indenture, this Note and the rights of the owner hereof
may be modified, to all of which provisions the owner of this Note, on behalf
of such owner and its successors in interest, assents by acceptance
hereof.  Capitalized terms used herein
and not defined have the meanings assigned to such terms in the Indenture.  Copies of the Indenture are on file at the
designated corporate trust office of the Trustee.


This Note shall bear interest from its Dated Date at a
variable rate of interest calculated in accordance with the Indenture.


The Notes are issuable only in the form of fully
registered notes without coupons.  The
Notes are issuable in denominations of U.S. $100,000 and integral multiples of
U.S. $5,000 in excess thereof.  The Notes
are transferable only to a permitted transferee in accordance with the terms of
the Note Purchase Agreement, by presentation for transfer or exchange at the
designated corporate trust office of the Trustee in New York, New York.  In each case, the Trustee may charge a sum
sufficient to cover any expense incurred in making such transfer or exchange,
and the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto.  Upon the surrender thereof at the designated
corporate trust office of the Trustee with a written instrument of transfer, in
form and with guarantee of signature satisfactory to the Trustee and satisfying
the requirements of the Note Purchase Agreement, duly executed by the
Registered Owner or his duly authorized attorney, Notes may, at the option of
the Registered Owner thereof, be exchanged for an equal aggregate principal
amount of Notes of the same maturity and interest rate of any other Authorized
Denomination.  The Trustee shall be
supplied with the name, address, social security number or taxpayer identification
number of the transferee hereof prior to making such transfer.











The Issuer and the Trustee shall not be required (a)
to issue, transfer or exchange any Notes during a period beginning on the date
which is fifteen (15) days prior to the day on which the applicable notice of
redemption is given and ending on the redemption date, or (b) to transfer or
exchange any Notes selected, called or being called for redemption or purchase
in whole or in part.  If the Trustee
establishes a special record date, it shall provide notice by first-class mail
to registered owners of all Notes Outstanding at least ten (10) days before
such special record date or at such other time and manner as the Trustee may
deem appropriate.


The Issuer and the Trustee shall deem and treat the
person in whose name this Note is registered as the absolute owner hereof
(whether or not this Note shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for
all other purposes, and neither the Issuer nor the Trustee shall be affected by
any notice to the contrary.


This Note is subject to optional redemption as
described in the Indenture.


A COMPLETE STATEMENT AND DESCRIPTION OF ALL REDEMPTION
PROVISIONS APPLICABLE TO THE NOTES IS CONTAINED IN THE INDENTURE, TO WHICH
REFERENCE IS HEREBY MADE AND WHICH SHOULD BE REVIEWED.


The owner of this Note shall have no right to enforce
the provisions of the Indenture or to institute action to enforce the covenants
therein, or to take any action with respect to any event of default under the
Indenture, or to institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Indenture.  The Indenture prescribes the manner in which
it may be discharged, including a provision that the Notes shall be deemed to
be paid if monies or Defeasance Obligations, as defined therein, maturing as to
principal and interest in such amounts and at such times as will provide
sufficient funds to pay the Obligations of the Issuer, including but not
limited to, the principal of and interest on the Notes and all necessary and
proper fees of compensation and expenses of the Trustee and the Initial Owner
and the Issuer shall have been deposited with the Trustee, after which the Notes
shall no longer be secured by or entitled to the benefits of the Indenture,
except for the purposes of exchange of Notes and of any such payment from such
monies or Defeasance Obligations.


The Indenture permits, with certain exceptions as
therein provided permitting supplemental indentures without consent of owners
of the Notes, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the owners of the Notes at any time
by the Issuer with consent of the owners of two-thirds in aggregate principal
amount of the Notes at the time Outstanding, as defined in the Indenture.  Any such consent or waiver by the owner of
this Note shall be conclusive and binding upon such owner and upon all future
owners of this Note and of any Note issued upon the transfer or exchange of
this Note, whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also contains
provisions permitting the Trustee to waive certain past defaults under the
Indenture and their consequences.


The Issuer hereby certifies, recites and declares that
all acts, conditions and things required to exist, happen and be performed
precedent to the execution and delivery of the











Indenture and issuance of
this Note, do exist, have happened and have been performed in due time, form
and manner as required by law.


This Note shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the Indenture until
the certificate of authentication hereon shall have been dated and signed by
the Trustee.


IN WITNESS WHEREOF, GMH Communities, LP has caused
this Note to be duly executed in its name by the manual or facsimile signature
of the Senior Vice President of its General Partner.


	
  

  	
  GMH COMMUNITIES, LP, a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: GMH
  COMMUNITIES GP TRUST, a Delaware 

  statutory trust, its general partner 

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph M. Macchione

  	
   

  
	
   

  	
   

  	
  By: Joseph Macchione

  
	
   

  	
   

  	
  Title: Vice President

  












CERTIFICATE
OF AUTHENTICATION


This Note is one of the notes of the issue described
in the within-mentioned Indenture.


Date of Authentication:


	
   

  	
   

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas E. Tabor

  	
   

  
	
   

  	
   

  	
  Name: Thomas E. Tabor

  
	
   

  	
   

  	
  Title: Vice President