Exhibit 10.44


PLEDGE AND SECURITY AGREEMENT


This PLEDGE AND
SECURITY AGREEMENT (“Agreement”) is made as of May 7, 2007 by and among,
GMH MILITARY HOUSING LLC , a Delaware limited liability company, and GMH
MILITARY HOUSING DEVELOPMENT LLC, a Delaware limited liability company, GMH
MILITARY HOUSING MANAGEMENT LLC, a Delaware limited liability company, GMH
MILITARY HOUSING INVESTMENTS, LLC, a Delaware limited liability company, GMH
AETC MANAGEMENT/DEVELOPMENT LLC, a Delaware limited liability company, GMH NORTHEAST
HOUSING DESIGN/BUILD LLC, a Delaware limited liability company, GMH COMMUNITIES
TRS, INC., a Delaware corporation, GMH/BENHAM MILITARY COMMUNITIES LLC, a
Delaware limited liability company, GMH/PHELPS MILITARY COMMUNITIES LLC, a
Delaware limited liability company, GMH MILITARY HOUSING—AETC LIMITED PARTNER
LLC, a Delaware limited liability company, GMH MILITARY
HOUSING—CARLISLE/PICATINNY LIMITED PARTNER LLC, a Delaware limited liability
company, GMH MILITARY HOUSING—BLISS/WSMR LIMITED PARTNER LLC, a Delaware
limited liability company(individually and collectively, the “Guarantor”),
GMH COMMUNITIES, LP, a Delaware limited partnership (“Issuer”)( Issuer
and Guarantor are sometimes collectively or individually, the “Pledgor”)
and U.S.  BANK TRUST NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America, as
trustee (together with any successor trustee hereunder, the “Trustee”).


R E C I T A L S:


A.            Pursuant to that
certain Trust Indenture of even date herewith between Issuer and Trustee (“Indenture”),
the Issuer will issue notes (the “Notes”) in the aggregate principal
amount of  One Hundred Million Dollars
($100,000,000.00) as such amount may be increased, if any, pursuant to the
Indenture.  Capitalized terms used but
not otherwise defined in Section 16 or herein shall have the meanings given to
them in the Indenture.


B.            The Guarantor has
guaranteed the Notes and other Obligations under the Indenture pursuant to the
Guaranty.


C.            To secure Guarantor’s
obligations under the Guaranty and the Issuer’s obligations under the Indenture
and to ensure the timely payment of the Notes and the performance of Issuer’s
other Obligations under and in accordance with the Indenture, Guarantors and
Issuer are required, among other things, to pledge, and by this Agreement do
pledge, among other things, all of their right, title and interest in, to and
under the revenues, member interest proceeds and other collateral set forth in
Schedule A  (the “Pledged
Proceeds”), including, without limitation the Revenues and Preferred
Returns.


NOW, THEREFORE, in
consideration of the foregoing and in order to induce parties to buy the Notes,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:













1.                                       GRANT
OF SECURITY INTEREST.


1.01.        Pledged
Collateral.  As security for the full
and punctual payment and performance of Guarantor’s Obligations under the Guaranty
and Issuer’s obligations under the Indenture, Guarantor and Issuer hereby
grant, pledge, hypothecate, transfer and assign to Trustee a first priority and
continuing lien on and first priority security interest in all of Pledgor’s
right, title, ownership, equity or other interests in and to the following,
whether now owned or hereafter acquired, now existing or hereafter arising and
wherever located (collectively, the “Pledged Collateral”):


(A) Pledgor’s right, title and interest in
and to the revenues, payments, and any sums paid to Pledgor under the contracts
and Pledged Collateral identified on Schedule A, Section 1 together with all
money, cash, contracts rights, intangibles, payment intangibles, accounts,
financial assets, instruments, chattel paper, general intangibles interests
related to such contracts and proceeds therefrom, including, without
limitation, the Revenues.


 (B)          (i) all fees payable to
Pledgor, income of Pledgor, and any and all profits, losses, payments of any
kind, allocations and distributions (“Distributions”) from the entities
and Pledged Collateral listed in Schedule A Section 2 and any successors
thereto (“Distributing Entities”) and related contracts, investment
property, and equity as well as the proceeds of any Distribution therefrom,
whether arising under the terms of any constituent documents of the
Distributing Entity or otherwise,


(ii) all other
payments, if any, due or to become due, to Pledgor and all other present or
future claims by Pledgor with respect to any Distributing Entity, or in respect
of any Distributions, under or arising out of (a) any Governing Document of any
Distributing Entities, (b) monies advanced, for services rendered or otherwise,
(c) any other contractual obligations, commercial tort claims, supporting
obligations, damages for contractual breach, insurance proceeds, condemnation
awards or other amounts due to Pledgor from the Distributing Entities or with
respect to the Distributing Entities, (d) Pledgor’s claims, rights, powers,
privileges, authority, options, security interests, liens and remedies, if any,
under or arising out of the ownership of the Distributing Entities,
(collectively, “Ownership Rights”), (e) to the extent permitted by applicable
law, Pledgor’s rights, if any, in any Distributing Entity pursuant to any
Governing Document of any Distributing Entity, or at law, to exercise and
enforce every right, power, remedy, authority, option and privilege of Pledgor
relating to any Pledged Proceeds, including without limitation, the right to execute
any instruments and to take any and all other action on behalf of and in the
name of Pledgor in respect of any Pledged Proceeds, (collectively, “Enforcement
Rights”), (f) to the extent permitted by the constituent documents of the
Distributing Entity or applicable law, (1) exercise any and all voting, consent
and management rights of Pledgor in or with respect to any Distributing Entity,
(2) exercise any election (including, but not limited to, election of remedies)
or option or to give or receive any notice, consent, amendment, waiver or
approval with respect to any Distributing Entity, (3) enforce or execute any
checks, or other instruments or orders of any Distributing Entity, and (4) file
any claims and to take any action in connection with any of the foregoing,
together with full power and authority to demand, receive, enforce or collect
any of the foregoing or any property of any Distributing Entity, (g) all



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Investment Property (as such term is defined
in Section 9-102 of the Uniform Commercial Code in effect in the Delaware, as
amended, modified, revised or restated from time to time, issued by or relating
to any Distributing Entity, or otherwise relating to the Distributing Entities,
(h) to the extent not otherwise included: 
(1) all assets and personal property of Pledgor in any way arising from,
related to, or pertaining to Pledgor’s right, title and interest in and to the
Distributing Entity or any Pledged Collateral; and (2) all proceeds of any or
all of the foregoing (including, without limitation, insurance proceeds and
distributions on the Pledged Collateral), as applicable, and (i) all of Issuer’s
and any Guarantor’s interest in any deposit account in which Pledged Proceeds
or Pledged Collateral are deposited (all of clause (B) sometimes called the “Preferred
Returns”). Pledged Collateral also includes, without limitation, all proceeds
of any and all of the foregoing.


Notwithstanding anything
in this Agreement to the contrary: (i) no pledge or security interest is
granted in this Agreement with respect to any Equity Interest in any
Distributing Entity, other than (y) any newly-issued Equity Interest in any
Distributing Entity, or (z) an Equity Interest distributed as a dividend or
distribution by a Distributing Entity; (ii) the sole purpose of the grant or
pledge of a security interest in contract rights, contractual obligations,
commercial tort claims, supporting obligations, damages, Ownership Rights,
rights in any Governing Entity, Enforcement Rights, the exercise or enforcement
of any rights referred to in Section 1.01(B)(ii)(f), shall be to facilitate,
after the occurrence of an Event of Default, Trustee’s realization of the
portion of the Collateral that constitutes money, cash, payments, fees,
returns, and sums that arise from Preferred Returns or Revenues from Military
Housing Projects; and (iii) any Equity Interests in an Affiliate of Issuer
formed or acquired after the Effective Date for the purpose of owning,
operating, developing, or managing, any military housing privatization project
that is not an existing Military Housing Project.


In addition,
notwithstanding anything to the contrary contained in this Agreement, only 90%
of any Distributions from Preferred Returns that are distributed from Stewart
Hunter Housing LLC, Walter Reed/Fort Detrick Housing LLC, Fort Hamilton Housing
LLC, Navy Northeast LLC, Fort Bliss/White Sands Missile Range Housing LP and
Fort Gordon Housing LLC, and 80% of any Distributions from Preferred Returns
that are distributed from AETC Housing LP, shall be pledged hereunder.


1.02.        Investment Property and
Contract Rights.  It is the intention
of Pledgor and Trustee that at all times while any Note remains outstanding,
the Pledged Collateral shall constitute, without limitation, cash or money,
payment intangibles, instruments, chattel paper, general intangibles, accounts,
investment property, contract rights and general intangibles and to that end,
Pledgor shall take, and shall cause each Distributing Entity to take, all
necessary action to obtain such classifications pursuant to the UCC.


1.03.        Perfection of Security
Interest.  On or before the Effective
Date and during the term of the Obligations as required by the Trustee, Pledgor
will (a) execute and deliver to Trustee for filing one or more financing
statements in connection with the Pledged Collateral in the form required to
properly perfect Trustee’s security interest in the Pledged Collateral in all
jurisdictions deemed appropriate by Trustee, to the full extent that such
security interest in the Pledged Collateral may be perfected by such a filing,
(b) with respect to any Equity Interest in a



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Distributing Entity that
is distributed by a Distributing Entity and is represented by a partnership
certificate, member certificate or stock certificate, or any other instrument,
note, chattel paper or certificate qualifying as Investment Property (“Certificated
Securities”), deliver to Trustee such Certificated Securities in each
Distributing Entity, duly endorsed or subscribed in blank, or accompanied by
appropriate stock powers or other instruments of transfer, pledge or
assignment, or enter into such other arrangement, as necessary to give control
of any Investment Property to Trustee within the meaning of Section 8-106 of
the UCC, (c) with respect to any Equity Interest that is not represented by a
Certificated Security, enter into such control agreements or other arrangements
with Trustee and with any Distributing Entity, as necessary to give control of
any Investment Property to Trustee within the meaning of Section 8-106 of the
UCC, (d) enter into or cause the appropriate party to enter into a control
agreement prepared by Trustee sufficient to perfect the interest of Trustee in
any Deposit Account, (e) with respect to each Pledged Proceed identified in
Schedule A, send an irrevocable direction letter as required by Trustee, in the
form of Exhibit A-1 or such other form as Trustee shall require and
obtain a copy executed by the Distributing Entity or such other party as the
Trustee shall direct, and (e) promptly take all other actions required to
perfect the security interest of Trustee in the Pledged Collateral under
applicable law.


1.04.        Registration
of Pledge.   Concurrently with the execution of this Pledge
Agreement, Pledgor shall deliver to each Distributing Entity and receive a copy
executed by Pledgor acknowledging compliance therewith written instructions
substantially in the form of Exhibit A-1, or Exhibit A-2 and
shall cause each Distributing Entity to deliver to Trustee an Initial
Transaction Statement in the form of Exhibit B-1, confirming that such
Distributing Entity has noted the pledge effected by this Pledge Agreement on
its books.


1.05.        Post-Closing
Pledged Collateral.  After the
Effective Date, Pledgor will concurrently take the actions contemplated by
clauses (a) through (e) of Section 1.03 with respect to any and all
additional Collateral acquired by Pledgor (including, without limitation, cash
or money, any newly issued Equity Interests of a Distributing Entity, any
conversion of a pre-existing Equity Interest, any Deposit Accounts, accounts
and any Non-Cash Distributions (defined herein), as applicable.  Pledgor will promptly thereafter deliver to
Trustee written instructions and Transaction Statements in substantially the
same form as Exhibit A-1 or Exhibit A-2, and Exhibit B-1,
and such additional certificates reasonably requested by Trustee, describing
such Equity Interests and certifying that the same have been pledged to Trustee
hereunder as additional Pledged Collateral.


2.                                       POWERS
OF PLEDGOR.


2.01.        Powers.  The Pledged Collateral will be used and
distributed pursuant to the terms of the Indenture.


2.02.        Powers Upon Event of
Default.  Upon the occurrence of an
Event of Default, the Trustee shall have in addition to the remedies in the
Indenture, the remedies provided Article 7 below.



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3.                                       REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PLEDGOR.


Pledgor hereby
covenants with Trustee, and represents and warrants to Trustee as of the
Effective Date and until the indefeasible payment in full of all Obligations as
follows:


3.01.        Percentage Ownership.  Pledgor owns the percentage of the
Distributing Entity set forth in Schedule A with respect to the Pledged
Proceeds.  Pledgor does not have
outstanding any options or rights or other agreements to acquire or sell or
otherwise transfer all or any portion of any Pledged Proceeds.


3.02.        Title to Pledged
Collateral.  Pledgor validly acquired
and is the legal and beneficial owner of the Pledged Collateral in which it has
granted a security interest herein, free and clear of all Liens except such as
are created pursuant to this Pledge Agreement and Permitted Liens.  Pledgor has the legal right to pledge and
grant a security interest in the Pledged Collateral as herein provided without
the consent of any other Person, other than any such consent that has been
obtained.  Pledgor will have like title
in, and the right to pledge, any other property at any time hereafter acquired
by Pledgor and pledged to Trustee as Pledged Collateral hereunder.


3.03.        Defense of Title.  Pledgor will defend Trustee’s right, title
and interest in and to the Pledged Collateral against the claims and demands of
all other Persons.


3.04.        No Transfer.  Except for the Transfer effected by this
Pledge Agreement, Pledgor will not Transfer the Pledged Collateral, or any
portion thereof, or suffer or permit any Transfer thereof to occur, other than
a transfer permitted under the Indenture, if any, made under and in accordance
with the terms of the Indenture.  Any
Transfer made in violation of the foregoing provisions shall be an immediate
Event of Default hereunder without notice or opportunity to cure and shall be
void and of no force and effect, and upon demand of Trustee, shall forthwith be
cancelled or satisfied by an appropriate instrument in writing.  The foregoing shall not be deemed to limit
Pledgor’s use of such cash or proceeds of Collateral except during the
continuance of an Event of Default.


3.05.          Perfected Security
Interest.  Giving effect to this
Pledge Agreement, Trustee has, with respect to all Pledged Collateral owned by
Pledgor on the Effective Date, and will have with respect to any other property
at any time hereafter acquired by Pledgor and pledged to Trustee as Pledged
Collateral hereunder, a valid, perfected and continuing first lien upon and
security interest in the Pledged Collateral.


3.06.          No Financing
Statements.  Except for financing
statements filed or to be filed in favor of Trustee as secured party, or such
other financing statements expressly permitted with Trustee’s prior written
consent, which may be withheld in Trustee’s sole and absolute discretion, there
are not now, and will not in the future be, and Pledgor will not execute, any
financing statements under the UCC covering any or all of the Pledged
Collateral, and no such financing statements are, or will be, filed in any
public office.


3.07.          No Certificated Securities.  Pledgor represents and warrants that none of
the Pledged Proceeds is issued in the form of a Certificated Security and
covenants and agrees that it shall not permit any Distributing Entity to
convert existing Pledged Proceeds, or issue new Equity Interests, in the form
of Certificated Securities. 
Notwithstanding the foregoing, Pledgor shall promptly notify Trustee if
any Equity Interests with respect to a Distributing Entity



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(whether
now owned or hereafter acquired by Pledgor) is or becomes evidenced by a
Certificated Security, and shall promptly thereafter take all actions required
to perfect the security interest of Trustee in such Equity Interest under
applicable law as required under Section 1.03.  Pledgor further agrees to take such actions
as Trustee deems necessary or desirable to effect the foregoing and to permit
Trustee to exercise any of its rights and remedies hereunder, and agrees to provide
an opinion of counsel satisfactory to Trustee with respect to any such pledge
of Equity Interests which are Certificated Securities promptly upon request of
Trustee.


3.08.        Fully Paid and
Non-Assessable.  All of the Pledged
Proceeds has been duly authorized and validly issued and is fully paid and non-assessable,
and is subject to no options to purchase or similar rights of any Person,
except for the Existing Line of Credit, which shall be paid within five (5)
days of the Effective Date.  Pledgor is
not, and will not become, a party to or otherwise be or become bound by any
agreement, other than this Pledge Agreement, which restricts in any manner the
rights of any present or future holder of any of the Pledged Proceeds with
respect thereto.


3.09.        Pledgor
and Distributing Entities.  Pledgor
shall not and shall not allow any Pledgor or any Distributing Entity to (a)
amend any provision of its constituent documents, (b) dissolve, liquidate,
wind-up, merge or consolidate with any other entity, (c) file for or permit a
Bankruptcy Proceeding, (c) transfer, assign, convey, or pledge any of its legal
or equitable rights in any form or manner (“Transfer”) in any of its
respective assets and properties to any Person except as expressly permitted by
the Indenture.  Pledgor shall maintain
the corporate or partnership existence, as applicable, of each Pledgor and
Distributing Entity.


4.                                       DISTRIBUTIONS.


4.01.        Non-Cash
Distributions.  Trustee shall be
entitled to receive directly, and to retain as further Pledged Collateral, the
following non-cash distributions with respect to the Equity Interests of any
Distributing Entity (“Non-Cash Distributions”):


(a)           all
Equity Interests, or other securities or property (other than cash) paid or
distributed by way of dividend or distribution in respect of the Pledged
Collateral;


(b)           all
other or additional Equity Interests or other securities or property (other
than cash) paid or distributed in respect of the Pledged Collateral by way of
split, spin-off, split-up, recapitalization, reclassification, combination of
Equity Interests, or similar rearrangement; and


(c)           all
other or additional Equity Interests or other securities or property which may
be paid in respect of the Pledged Collateral by reason of any consolidation,
merger, exchange, exchange offers, conveyance of assets, exercise of options,
contribution of capital, liquidation or similar reorganization.


4.02.        Non-Cash
Distribution.  If Pledgor shall
become entitled to receive or shall receive from any Distributing Entity, any
Non-Cash Distribution as an addition to, on account of, in substitution of, or
in exchange for the Pledged Collateral or any part thereof, Pledgor shall hold
the same as the agent and in trust for Trustee, and shall immediately if held
or immediately upon receipt deliver it to Trustee in the exact form received,
with Pledgor’s endorsement or



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assignment or
other instrument as Trustee may deem appropriate, to be held by Trustee,
subject to the terms hereof, as further Pledged Collateral.


4.03.        Cash
Distributions.  Upon the occurrence
of any Event of Default, any cash distributions, dividends, interest and other
cash payments payable or distributed to Pledgor with respect to the Pledged
Collateral then held or thereafter received by Pledgor (“Cash Distributions”,
and collectively with Non-Cash Distributions “Distributions”), shall
immediately if then held and immediately upon receipt be remitted to Trustee
for application to the Obligations under the Indenture, and until so remitted
shall be received and held by Pledgor in trust for Trustee.


5.                                       APPLICATION
OF PLEDGED COLLATERAL.


Application of Pledged Collateral.  After an Event of Default all proceeds from
the sale of all or any portion of the Pledged Collateral, and all Distributions
now or at any time hereafter received or retained by Trustee pursuant to the
provisions of this Pledge Agreement (including, without limitation, the
provisions of Article 7 ) shall be applied by Trustee to the satisfaction of
Pledgor’s Obligations under the Indenture in such order and priority as
determined by the Indenture.


6.                                       EVENTS
OF DEFAULT.


Events of Default.  An event
of default (“Event of Default”) shall occur under this Pledge Agreement
if: (a) Pledgor fails to fully and timely perform any obligation under this
Pledge Agreement when due (and without reference to any notice or cure
permitted under the Indenture or any other related document), or (b) an “Event
of Default” as that term is defined under the Indenture or any other
Transaction Document has occurred and remains uncured.


7.                                       REMEDIES


If an Event of Default shall occur:


7.01.        Transfer
Rights.  Trustee shall have the
right, at any time and from time to time, to effect the Transfer of any or all
of the Pledged Collateral, subject only to the provisions of the UCC and any other
applicable statute which, in accordance with such statute, cannot be waived, in
any one or more of the following ways:


(a)           Register
in the name of, or transfer to, Trustee, a nominee or nominees, or designee or
designees, of Trustee; provided that the provisions of Section 8.06 are
complied with;


(b)           Sell,
resell, assign and deliver, in Trustee’s sole and absolute discretion, any or
all of the Pledged Collateral or any other security for Pledgor’s obligations
under the  Indenture (whether in whole or
in part and at the same or different times) and all right, title and interest,
claim and demand therein and right of redemption thereof, at public or private
sale, for cash or upon credit (by Trustee only), in accordance with the
applicable procedures specified in Article VIII; and



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(c)           Proceed
by a suit or suits at law or in equity to foreclose all or any part of the
security interests in the Pledged Collateral and sell the Pledged Collateral or
any portion thereof, under a judgment or decree of a court of competent
jurisdiction, retaining during the duration of such judicial enforcement all
other rights with respect to the Pledged Collateral, including, without
limitation, specifically the rights specified hereafter in this Article VII
with respect to the Distributing Entity.


7.02.        Voting
Rights.  Trustee may exercise, either
by itself or by its nominee or designee, in the name of Pledgor, the rights,
powers and remedies granted to Trustee hereunder and under the other Indenture
in respect of the Pledged Collateral at any time prior to effecting the
Transfer of such Pledged Collateral to Trustee or its nominee or designee, or
any third party purchasers, as contemplated in Subsections 7.01(a) and (b)
above, and whether or not any judicial action as contemplated in Subsection
7.01(c) above has been commenced or is continuing prior to a final unappealable
judgment.  Such rights and remedies shall
include, without limitation, and Pledgor hereby grants to Trustee, the right to
exercise, by delivering notice to Pledgor and any Distributing Entity, (a) all
voting, consent, managerial and other rights relating to the Pledged Proceeds,
whether in Pledgor’s name or otherwise, and (b) the right to exercise Pledgor’s
rights, if any, of conversion, exchange, or subscription, or any other rights,
privileges or options pertaining to any of the Pledged Proceeds, including,
without limitation, the right to exchange, at Trustee’s sole and absolute
discretion, any and all of the Pledged Proceeds upon the merger, consolidation,
reorganization, recapitalization or other readjustment of any Distributing
Entity, all without liability, except to account for property actually received
by Trustee.  Pledgor hereby irrevocably
authorizes and directs any Distributing Entity, on receipt of any such notice
(i) to deem and treat Trustee or its nominee in all respects as a member,
partner or shareholder, as applicable, (and not merely an assignee of a member,
partner or shareholder) of such Distributing Entity, entitled to exercise all
the rights, powers and privileges (including, without limitation, the right to
vote on or take any action with respect to any Distributing Entity matters
pursuant to the constituent documents thereof) to receive all distributions, to
be credited with the capital account and to have all other rights, powers and
privileges pertaining to such member, partner or shareholder interest, as
applicable, to which Pledgor would have been entitled had Pledgor not executed
this Pledge Agreement, and (ii) to file an amendment to the constituent
documents of any Distributing Entity admitting Trustee or such nominee(s) as a
member, partner or shareholder in place of Pledgor.


7.03.        Power
of Attorney.


(a)           Pledgor
hereby irrevocably authorizes and empowers Trustee, and assigns and transfers
to Trustee, and constitutes and appoints Trustee and any of its assigns, its
true and lawful attorney-in-fact and as its agent with full power
of substitution for Pledgor to proceed from time to time in Pledgor’s name, in
order to more fully vest in Trustee the rights and remedies provided for
herein, in any statutory or non-statutory legal or other proceeding,
without limitation, any bankruptcy proceeding, affecting Pledgor, any
Distributing Entity or the Pledged Collateral.


(b)           Trustee
and any of its assigns, or their respective nominees, may, to the extent
permitted by applicable law, either pursuant to such power-of-attorney or
otherwise, take any action and exercise and execute any instrument which
Trustee determines necessary or



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advisable to accomplish the purposes of this Pledge Agreement,
including without limitation: (i) execute and file proof of claim with
respect to any or all of the Pledged Collateral against any Distributing Entity
and vote such claims with respect to all or any portion of such Pledged
Collateral (A) for or against any proposal or resolution, (B) for a
trustee or trustees or for a receiver or receivers or for a committee of
creditors, and/or (C) for the acceptance or rejection of any proposed
arrangement, plan of reorganization, composition or extension;
(ii) receive, endorse and collect all drafts, checks and other instruments
for the payment of money made payable to Pledgor representing any interest,
payment of principal or other distribution payable in respect of the Pledged
Collateral; (iii) execute endorsements, assignments or other instruments of
conveyance or transfer in respect of any other property which is or may become
a part of the Pledged Collateral hereunder; and (iv) execute releases and
negotiate settlements as appropriate, including on account of, or in exchange
for any or all of the Pledged Collateral, or any payment or distribution
received by Pledgor, or Trustee on Pledgor’s behalf.


(c)           The
foregoing power-of-attorney is irrevocable and coupled with an interest, and
any similar or dissimilar powers previously given by Pledgor in respect of the
Pledged Collateral or any Distributing Entity to any Person other than Trustee
are hereby revoked.  The power-of-attorney
granted herein shall terminate automatically upon the termination of this
Pledge Agreement in accordance with the terms hereof.


7.04.        Management
Rights.  Trustee may at such time and
from time to time thereafter, without notice to, or consent of, Pledgor or any
other Person (to the extent permitted by law), but without affecting any of
Pledgor’s obligations under the Indenture, in the name of Pledgor or in the
name of Trustee: (a) notify any other party to make payment and
performance directly to Trustee or as Trustee directs, including without
limitation, requiring that all distributions from the Distributing Entity or
fees payable to the Pledgor or its Affiliates be paid directly to the Trustee
or as the Trustee directs, (b) extend the time of payment and performance
of, compromise or settle for cash, credit or otherwise, and upon any terms and
conditions, any obligations owing to Pledgor, or claims of Pledgor under any
constituent documents of any Distributing Entity, as applicable, (c) file
any claims, commence, maintain or discontinue any actions, suits or other
proceedings deemed by Trustee reasonably necessary or advisable for the purpose
of collecting upon or enforcing any constituent documents of any Distributing
Entity, and (d) execute any instrument and do all other things deemed
reasonably necessary and proper by Trustee to protect and preserve and realize
upon the Pledged Collateral or any portion thereof and the other rights
contemplated hereby.


7.05.        Right
of Substitution.  Trustee shall have
the right, without notice to or consent of Pledgor, to become, or to designate
its nominee, designee, agent or assignee to become, a partner, member, officer
or director, as applicable, of any Distributing Entity, in substitution of any
existing Person serving in such capacity.


7.06.        UCC
Rights.  Trustee may exercise all of
the rights and remedies of a secured party under the UCC.



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7.07.        Trustee Self-Help Rights.


(a)           Trustee shall have the right, but not the
obligation, to take any appropriate action as it, in its reasonable judgment,
may deem necessary to (i) cure any Event of Default, (ii) cause any term,
covenant, condition or obligation required under this Pledge Agreement, the
Indenture or any related document to be promptly performed or observed on
behalf of Pledgor, or (iii) protect the Pledged Collateral and any other
security obtained pursuant to the other Indenture.  All reasonable amounts advanced by, or on
behalf of, Trustee in exercising its rights under this Article VII
(including, without limitation, reasonable legal expenses and disbursements
incurred in connection therewith), together with interest thereon at the
Default Rate from the date of any such advance, shall be payable by Pledgor, to
Trustee upon demand therefore and shall be secured by the Pledged Collateral.


(b)           Trustee
shall not be obligated to perform or discharge any obligation of Pledgor or any
Distributing Entity as a result of this Pledge Agreement.  The acceptance by Trustee of this Pledge
Agreement shall not at any time or in any event obligate Trustee to (i) appear
in or defend any action or proceeding relating to the Pledged Collateral to
which it is not a party, or (ii) take any action hereunder or thereunder, or
expend any money or incur any expenses or perform or discharge any obligation,
duty or liability under the Pledged Collateral.


8.                                       SALES
OF THE PLEDGED COLLATERAL.


If an Event of
Default shall occur:


8.01.        Right to Conduct
Partial Sale of Collateral.  In
connection with any sale of the Pledged Collateral, Trustee may grant options
and may impose reasonable conditions such as requiring any purchaser to
represent that any “securities” constituting any part of the Pledged Collateral
are being purchased for investment only. 
If all or any of the Pledged Collateral is sold at any such sale by
Trustee to a third party upon credit, Trustee shall not be liable for the
failure of the purchaser to purchase or pay for the same and, in the event of
any such failure, Trustee may resell such Pledged Collateral.  It is expressly agreed that Trustee may
exercise its rights with respect to less than all of the Pledged Collateral,
leaving unexercised its rights with respect to the remainder of the Pledged
Collateral; provided, however, that such partial exercise shall in no way
restrict or jeopardize Trustee’s right to exercise its rights with respect to
the remaining Pledged Collateral at a later time or times.  Pledgor hereby waives and releases any and
all rights of redemption with respect to the sale of any Pledged Collateral.


8.02.        Sale Procedures.  No demand, advertisement or notice, all of
which are hereby expressly waived by Pledgor, shall be required in connection
with any sale or other disposition of all or any part of the Pledged
Collateral, except that Trustee shall give Pledgor at least ten (10) days’
prior notice of the time and place of any public sale or of the time and the
place at which any private sale or other disposition is to be made, which
notice Pledgor hereby agrees is reasonable. 
All other demands, advertisements and notices are hereby irrevocably
waived by Pledgor.  The notice of such
sale shall (a) in case of a public sale, state the time and place fixed for
such sale, (b) in case of a sale at a broker’s board or on a securities
exchange, state the board or exchange at which such sale is to be made and the
day on which the Pledged Collateral, or the portion thereof so being sold,
first will be offered for sale at such board or exchange, and (c) in



 10
 









the case of a private
sale, state the date after which such sale may be consummated.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place or places as
Trustee may fix in the notice of such sale.


8.03.        Adjournment; Credit
Sale.  Trustee shall not be obligated
to make any sale of the Pledged Collateral if it shall determine, in its sole
and absolute discretion, not to do so, regardless of the fact that notice of
sale may have been given, and Trustee may without notice or publication adjourn
any public or private sale, and such sale may, without further notice, be made at
the time and place to which the same was so adjourned.  Upon each public or private sale of all or
any portion of the Pledged Collateral, unless prohibited by any applicable
statute which cannot be waived, Trustee (or its nominee or designee) may
purchase all or any portion of the Pledged Collateral being sold, free and
clear of, and discharged from, any trusts, claims, equity or right of
redemption of Pledgor, all of which are hereby waived and released to the
extent permitted by law, and may make payment therefore by credit against any
of Pledgor’s obligations under the Indenture in lieu of cash or any other
obligations.


8.04.        Expenses of Sale.  In the case of any sale, public or private,
of any portion of or all of the Pledged Collateral, the proceeds of the sale of
the Pledged Collateral shall be available to cover all reasonable costs and
expenses of every kind for the sale and delivery, including, without
limitation, brokers’ and reasonable attorneys’ fees and disbursements and any
tax imposed thereon.  After deducting
such costs and expenses from the proceeds of the sale, Trustee shall apply any
remaining amounts to the payment of Pledgor’s obligations under the Indenture
in the order of priority as set forth in the Indenture and related documents.


8.05.        No Public Registration
of Sale.  Pledgor is aware that
Section 9-610(c) of the UCC may restrict Trustee’s ability to purchase the
Pledged Collateral at a private sale. 
Pledgor is also aware that SEC staff personnel have, over a period of
years, issued various No-Action Letters that describe procedures which, in the
view of the SEC staff, permit a foreclosure sale of securities to occur in a
manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not
public for purposes of Section 4(2) of the Securities Act of 1933 (as amended,
the Securities Act”).  Pledgor is also
aware that Trustee may wish to purchase certain interests that are sold at a
foreclosure sale, and Pledgor believes that such purchases would be appropriate
in circumstances in which such interests are sold in conformity with the
principles set forth in such No-Action Letters. Section 9-603 of the UCC
permits Pledgor to agree on the standards for determining whether Trustee has
complied with its obligations under Section 9-610. Pursuant to Section 9-603 of
the UCC, Pledgor specifically agrees that a foreclosure sale conducted in
conformity with the principles set forth in such No-Action Letters
(a) shall be considered to be a “public
disposition” for purposes of
Section 9-610(c) of the UCC; (b) will be considered commercially reasonable
notwithstanding that Trustee has not registered or sought to register the
interests under the Securities Act, even if Pledgor, or any Distributing Entity
agree to pay all costs of the registration process; and (c) shall be considered
to be commercially reasonable, notwithstanding that Trustee purchases such
interests at such a sale.


8.06.        Strict Foreclosure.


(a)           Trustee may, in its
sole and absolute discretion, either negotiate an agreement (“Strict
Foreclosure Agreement”) with Pledgor, or make a written proposal (“Strict



 11
 









Foreclosure Proposal”)
to Pledgor, to retain the Pledged Collateral in full or partial satisfaction of
the Obligations in accordance with the procedures specified in Section 9-620 of
the UCC.


(b)           In the case of a Strict
Foreclosure Proposal, Pledgor shall, within two (2) Business Days of Pledgor’s
receipt of the Strict Foreclosure Proposal, indicate Pledgor’s (i) acceptance
or rejection of such Strict Foreclosure Proposal, and (ii) waiver of any right
to redeem the Pledged Collateral pursuant to Section 9-624(c) of the UCC (“UCC
Waiver”).  Pledgor’s indication of
acceptance of a Strict Foreclosure Proposal shall be made by delivering a
notice in a form substantially identical to the form attached hereto as Exhibit
C).


(c)           Trustee shall notify
any Guarantor, any other creditor with perfected lien rights in the Pledged
Collateral, and any other Person entitled to notice under Section 9-621 of the
UCC (“Interested Parties”) of any Strict Foreclosure Agreement or Strict
Foreclosure Proposal.  Such Interested
Party shall, within two (2) Business Days of receipt of notice thereof,
indicate its (i) acceptance or rejection of the Strict Foreclosure Agreement or
the Strict Foreclosure Proposal, and (ii) UCC Waiver.


(d)           If Trustee fails to
receive (i) Borrower’s acceptance of a Strict Foreclosure Proposal and UCC
Waiver, or (ii) acknowledgements from all Interested Parties of acceptance of
the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as
applicable) and their respective UCC Waivers, within two (2) Business Days of
receipt of the notice periods specified in Subsections (b) and (c)
above (collectively the “Notice Period”), then Pledgor, or such other
Interested Party, as applicable, shall be deemed to have objected to the Strict
Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable.


(e)           Notwithstanding the
acceptance of either a Strict Foreclosure Agreement or a Strict Foreclosure
Proposal by each Interested Party within the applicable Notice Period, Pledgor
and Trustee shall not be required to consummate such transfer of the Pledged
Collateral unless and until (i) twenty (20) days have elapsed after the
delivery of such acceptance and, (ii) any Interested Party shall have not paid
and satisfied the Obligations in full within such twenty (20) day period as
contemplated under Section 9-623 of the UCC (a “Redemption”).  If a Redemption is consummated, Pledgor’s
acceptance shall be deemed to have been revoked with the consent of Trustee.


(f)            If all the conditions
specified in Subsections (a) through (f) of this Section 8.06 have been
satisfied, Pledgor, and each Distributing Entity, shall fully cooperate, at
their sole expense, in all matters deemed reasonably necessary by Trustee to
effect such transfer of ownership on the records of the applicable Distributing
Entity in accordance with any applicable requirements of the constituent
documents of such Distributing Entity and/or the asset documents.  Such cooperation shall include using Pledgor’s
best efforts to assist Trustee in obtaining any necessary review, approvals and
other administrative action from such Distributing Entity, Trustee, any
applicable Rating Agencies, and any master or special servicer of the asset.  Such assistance shall include at Trustee’s
request (i) attending all meetings with, and providing all related financial
and operational documents and materials to, such third parties, and (ii)
providing such assurances and executing such documentation as is required by
such third parties or to effect such transfer.



 12
 









9.             SECURITIES ACT.


9.01.        Securities
Registration.  If an Event of Default
shall have occurred and Pledgor shall have received from Trustee a written
request that Pledgor effect any registration, qualification or compliance under
any federal or state securities law or laws with respect to all or any part of
the Pledged Collateral, and such registration, qualification and/or compliance
is required under applicable federal or state securities law or laws, Pledgor
as soon as practicable and at its sole expense, agrees to use its best efforts
to effect (and keep effective) such registration, qualification and compliance
as required under: (a) applicable federal or state securities law or laws and
as would permit or facilitate the sale and distribution of such Pledged
Collateral, including, without limitation, registration under the Securities
Act, as then in effect (or any similar statute then in effect), (b) applicable
blue sky or other state securities laws, and (c) other government
requirements.  Trustee shall furnish to
Pledgor such information regarding Trustee as Pledgor may request in writing
and as shall reasonably be required in connection with any such registration,
qualification or compliance.  Pledgor
will cause Trustee to be kept reasonably advised in writing as to the progress
of each such registration, qualification or compliance and as to the completion
thereof, will furnish to Trustee such number of prospectuses, offering
circulars or other documents incident thereto as Trustee from time to time may
reasonably request, and will indemnify Trustee and all others participating in
the distribution of such Pledged Collateral against all losses, liabilities,
claims or damages caused by any untrue statement (or alleged untrue statement)
of a material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing to
Pledgor by Trustee expressly for use therein.


9.02.        Private
Securities Sale.  If at any time when
Trustee shall determine to exercise its right to sell all or any part of the
Pledged Collateral pursuant to Section 8, and such Pledged Collateral or the
part thereof to be sold shall not, for any reason whatsoever, be effectively
registered under the Securities Act, as then in effect, Trustee may, in its
sole and absolute discretion, sell such Pledged Collateral or part thereof by
private sale (for securities law purposes) in such manner and under such
circumstances as Trustee may deem necessary or advisable in order that such
sale may legally be effected without such registration, provided that at least
ten (10) days’ notice is given to Pledgor in accordance with the private sale
notice provisions of Article 8.  Without
limiting the generality of the foregoing, in any such event Trustee, in its
sole and absolute discretion (a) may proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Pledged
Collateral or part thereof shall have been filed under such Securities Act, (b)
may approach and negotiate with a single potential purchaser to effect such
sale, and (c) may restrict such sale to a purchaser who will represent and
agree that such purchaser is purchasing for its own account, for investment,
and not with a view to the distribution or sale of such Pledged Collateral or
part thereof.  In the event of any such
sale, Trustee shall incur no responsibility or liability for selling all or any
part of the Pledged Collateral at a price which Trustee may in good faith deem
reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after registration under the Securities Act.



 13
 









10.                                 RECEIPT
OF SALE PROCEEDS.


10.01.        Receipt
of Sale Proceeds.  Upon any sale of
the Pledged Collateral, or any portion thereof, by Trustee hereunder (whether
by virtue of the power of sale herein granted, pursuant to judicial process or
otherwise), the receipt of the proceeds by Trustee or the officer making the
sale shall be a sufficient discharge to the purchaser or purchasers of the
Pledged Collateral so sold, and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to Trustee or such officer or be answerable in any way for the misapplication
or non-application thereof.


11.                                 PREFERENCES.


11.01.        Preferences.  Trustee shall have no obligation to marshal
any assets in favor of Pledgor or any other party or against, or in payment of,
any or all of the obligations of Pledgor pursuant to this Pledge Agreement, the
Indenture, the  Note or any other  Indenture Document.  To the extent Pledgor makes a payment or
payments to Trustee for Pledgor’s benefit, which payment or proceeds or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or proceeds received, the
obligations (or part thereof) of Pledgor intended to be satisfied shall be
revived and continue in full force and effect, as if such payment or proceeds
had not been received by Trustee.


12.                                 REMEDIES
CUMULATIVE.


12.01.        Trustee
Rights.  The obligations of Pledgor
under this Pledge Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstances
or occurrence except as specifically provided in this Pledge Agreement.  The rights, powers and remedies of Trustee
under this Pledge Agreement shall be cumulative and not exclusive of any other
right, power or remedy which Trustee may have against Pledgor or any other
Person pledging collateral pursuant to the Indenture or existing at law or in
equity or otherwise.  Trustee’s rights,
powers and remedies may be pursued singly, concurrently or otherwise, at such
time and in such order as Trustee may determine in Trustee’s sole and absolute
discretion.  Trustee shall have no duty
to exercise any of the aforesaid rights, powers and remedies and shall not be
responsible for any failure to do so or delay in so doing.


12.02.        No
Release, Etc.  No delay or omission
to exercise any remedy, right or power accruing upon a default or an Event of
Default shall impair any such remedy, right or power or shall be construed as a
waiver thereof, but any such remedy, right or power may be exercised from time
to time and as often as may be deemed expedient.  A waiver of any default or Event of Default
shall not be construed to be a waiver of any subsequent default or Event of
Default or to impair any remedy, right or power of Trustee.  Any and all of Trustee’s rights with respect
to any Pledged Collateral shall continue unimpaired, and Pledgor shall be and
remain obligated in accordance with the terms hereof, notwithstanding, among
other things: (a) any renewal, extension, amendment or modification of, or
addition or supplement to, or deletion from, this Pledge Agreement or any other
Indenture Document or any other instrument or agreement



 14
 









referred to
therein, or any assignment or transfer of any thereof; (b) any waiver, consent,
delay, extension of time, indulgence or other action or inaction under or in
respect of this Pledge Agreement or any other 
Indenture Document; (c) any exercise or non-exercise of any right,
remedy, power or privilege under or in respect of this Pledge Agreement, the
Indenture or any  other related  document; (d) any sale, exchange, release,
surrender, or substitution of, or realization upon, any Pledged Collateral
(except to the extent otherwise specifically agreed to by Trustee) or any other
security held by Trustee to secure the Obligations; (e) the furnishing to or
acceptance by Trustee of any additional security to secure the Obligations; or
(f) any invalidity, irregularity or unenforceability of all or any part of
Pledgor’s Obligations under the Indenture or any other related document or of
any security therefore.


13.                                 ACTS
OF TRUSTEE.


13.01.      Acts
of Trustee.  All of the Pledged
Collateral at any time delivered to Trustee pursuant to this Pledge Agreement
shall be held by Trustee subject to the terms, covenants and conditions set
forth in the Indenture.  Neither Trustee
nor any of Trustee’s directors, officers, agents, employees or counsel shall be
liable for any action taken or omitted to be taken by such party or parties
relative to any of the Pledged Collateral, except for such party’s or parties’
own gross negligence or willful misconduct. 
Trustee shall be entitled to rely in good faith upon any writing or
other document (including, without limitation, any telegram or e-mail) or any
telephone conversation reasonably believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person (but Trustee shall be
entitled to such additional evidence of authority or validity as it may, in its
sole and absolute discretion request, but it shall have no obligation to make
any such request), and with respect to any legal matter, Trustee may rely in
acting or in refraining from acting upon the advice of counsel selected by it
concerning all matters hereunder.


14.                                 CUSTODY
OF PLEDGED COLLATERAL; NOTICE OF EXERCISE OF REMEDIES.


14.01.      Custody;
Notice.  Trustee shall not have any
duty concerning the collection or protection of the Pledged Collateral or any income
thereon or payments with respect thereto, or concerning the preservation of any
rights pertaining thereto beyond exercising reasonable care with respect to the
custody of any tangible evidence of the Pledged Collateral actually in its
possession.  Pledgor hereby waives notice
of acceptance hereof, and except as otherwise specifically provided herein or
required by provision of law which may not be waived, hereby waives any and all
notices or demands with respect to any exercise by Trustee of any rights or
powers which it may have or to which it may be entitled with respect to the
Pledged Collateral.


15.                                 MISCELLANEOUS
PROVISIONS.


15.01.      Further
Assurances.  Pledgor agrees to do
such further acts and things and to execute and deliver to Trustee with respect
to the Pledged Collateral such additional conveyances, assignments, agreements
and instruments as Trustee from time to time may reasonably require, or may
deem reasonably advisable, to effect this Pledge Agreement or to further assure
and confirm to Trustee the rights, powers and remedies intended to be granted
hereunder or under any other  Indenture
Document.  Pledgor hereby agrees to sign
and deliver to Trustee financing statements, continuation statements and other
documents, in form acceptable



 15
 









to Trustee, as
Trustee may from time to time reasonably request or which are reasonably
necessary or desirable in the opinion of Trustee to establish and maintain a
valid and perfected security interest in the Pledged Collateral, and to pay any
filing fees relative thereto.  Pledgor
also authorizes Trustee, to the extent permitted by law, to file such financing
statements and amendments thereto relating to all or any part of the Pledged
Collateral without the consent of Pledgor, and further authorizes Trustee, to
the extent permitted by law, to file a photographic or other reproduction of
this Pledge Agreement or of a financing statement in lieu of a financing
statement.  In addition, Pledgor agrees
at any time and from time to time upon not less than ten (10) days’ prior
notice by Trustee to Pledgor, to execute, acknowledge and deliver to Trustee or
any other party specified in such notice, a statement, in writing, certifying
that this Pledge Agreement is unmodified and in full force and effect (or if
there have been modifications, that the same, as modified, is in full force and
effect and stating the modifications hereto) and stating whether or not any
default or Event of Default has occurred, and, if so, specifying each such
default or Event of Default.


15.02.      Remedies
of Pledgor.  If a claim or
adjudication is made that Trustee or its agents or nominees, has acted
unreasonably, or has unreasonably delayed acting, in any case where by law or
under this Pledge Agreement or the Indenture, Trustee or such agent or nominee,
as the case may be, has an obligation to act reasonably or promptly, Pledgor
agrees that neither Trustee nor its agents, shall be liable for any monetary
damages, and Pledgor’s sole remedies shall be limited to commencing an action
seeking injunctive relief or declaratory judgment.  The parties hereto agree that any action or
proceeding to determine whether Trustee has acted reasonably shall be
determined by an action seeking declaratory judgment.


15.03.      Headings;
Exhibits.  The Article and Section
headings in this Pledge Agreement are included herein for convenience of
reference only and shall not constitute a part of this Pledge Agreement for any
other purpose.  All exhibits are
incorporated herein by reference.  Any
reference to the “Pledged Collateral” shall be deemed to refer to all or a
portion of the pledged collateral, as applicable, now held, or hereafter
received, by Trustee.


15.04.      Governing Law.  Except to the extent otherwise dictated by
Section 1-105 of the UCC, this Pledge Agreement shall be interpreted and
enforced according to the laws of the State of New York (excluding any choice
of law rules that may direct the application of the laws of another
jurisdiction).  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.  EACH OF THE ISSUER,
GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


15.05.      Jurisdiction.  Each of the parties hereto (i) hereby
irrevocably submits to the nonexclusive jurisdiction of the Supreme Court of
the State of New York, New York County (without prejudice to the rights of any
party to remove to the United States District Court for the Southern District
of New York) and to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York, for the purpose of any suit,
action or other proceeding arising out of this Indenture, or the subject matter
hereof or any of the transactions



 16
 









contemplated hereby or thereby
brought by any of the parties hereto or their successors or assigns, (ii)
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State court or, to the
fullest extent permitted by applicable governmental rule, in such Federal
court, and (iii) to the extent permitted by applicable law, hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding any claim that it is not personally
subject to the jurisdiction of the above-named courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Indenture or the subject matter
hereof may not be enforced in or by such court. 
A final judgment obtained in respect of any action, suit or proceeding
referred to in this Section 1 shall be conclusive and may be enforced in other
jurisdictions by suit or judgment or in any manner as provided by applicable
law.  Each of the parties hereto hereby
consents to service of process in connection with the subject matter specified
in the first sentence of this Section 15.05 in connection with the
above-mentioned courts in New York by registered mail, Federal Express, DHL or
similar courier at the address to which notices to it are to be given, it being
agreed that service in such manner shall constitute valid service upon such
party or its respective successors or assigns in connection with any such
action or proceeding only; provided, however, that nothing in this Section
15.05 shall affect the right of any of such parties or their respective
successors or assigns to serve legal process in any other manner permitted by
applicable law.


15.06.      Exculpation.  Notwithstanding anything to the contrary
contained herein or in any other agreement, obligation, representation,
warranty or liability made, entered into or incurred by or on behalf of Pledgor
or any Guarantor, no member, shareholder, partner (unless such member,
shareholder, partner has independent obligation under the Indenture), director,
officer, employee or trustee assumes or shall be held to any personal liability
therefor.


15.07.      Termination.  Upon the indefeasible payment in full of
the  Indenture and all other amounts due
in connection therewith, if any, this Pledge Agreement shall terminate and upon
Trustee’s execution and delivery to Pledgor of documents prepared by Pledgor,
which shall, upon such execution and delivery, terminate Trustee’s lien on the
Pledged Collateral and which shall be in form and substance reasonably
acceptable to Trustee.  Upon such
payment, Trustee shall promptly execute and deliver to Pledgor such termination
documents.  This Section 15.07 and
any termination effected hereunder shall be subject to the provisions of
Article 11 above.


15.08.      Incorporation from Indenture.  All provisions of the Indenture
are incorporated into this Pledge Agreement by this reference, as if fully
reproduced herein.


16.                                 DEFINITIONS


16.01.      Certain
Terms.  The following terms (whether
or not underscored) when used in this Security Agreement, including its
preamble and recitals, shall have the following meanings (such definitions to
be equally applicable to the singular and plural forms thereof):


(a)           “Acts
of Trustee” is as defined in Section 13.01.


(b)           “Adjournment;
Credit Sale” is as defined in Section 8.03.


(c)           “Amendments”
is as defined in Section 3.09.



 17
 









(d)           “Application
of Pledged Collateral” is as defined in Section 5.01.


(e)           “Cash
Distributions Held in Trust” is as defined in Section 4.03.


(f)            “Certificated
Securities” is as defined in Section 1.03.


(g)           “Custody
Notice” is as defined in Section 14.01.


(h)           “Defense
of Title” is as defined in Section 3.03.


(i)            “Deposit
Account” shall mean an account established and maintained in which Pledged
Collateral is held for the benefit of the Trustee or any secured party under
this Agreement, and any bank account or demand deposit account established and
maintained in connection therewith


(j)            “Distributions”
is as defined in Section 1.01.


(k)           “Events
of Default” is as defined in Section 6.01.


(l)            “Exculpation”
is as defined in Section 15.06.


(m)          “Expenses
of Sale” is as defined in Section 8.04.


(n)           “Fully
Paid and Non-Assessable” is as defined in Section 3.08.


(o)           “Further
Assurances” is as defined in Section 15.01.


(p)           “Governing
Documents” means the constituent documents creating or governing each
entity constituting a Pledged Proceeds, including without limitation,
certificates of organization, operating agreements, partnership agreements,
certificates of limited partnership, 
articles of incorporation, by-laws, resolutions, and shareholder and
member agreements.


(q)           “Governing
Law” is as defined in Section 15.04.


(r)            “Headings;
Exhibits” is as defined in Section 15.03.


(s)           “Incorporation
from Indenture” is as defined in Section 15.08.


(t)            “Interested
Parties” is as defined in Section 8.06(c).


(u)           “Investment
Property” is as defined in Section 1.02.


(v)           “Jurisdiction”
is as defined in Section 15.05.


(w)          “Management
Rights” is as defined in Section 7.04.


(x)            “No
Certificated Securities” is as defined in Section 3.07.



 18
 









(y)           “No
Financing Statements” is as defined in Section 3.06.


(z)            “No
Public Registration of Sale” is as defined in Section 8.05.


(aa)         “No
Release, Etc.” is as defined in Section 12.02.


(bb)         “No
Transfer” is as defined in Section 3.04.


(cc)         “Non-Cash
Distribution Held in Trust” is as defined in Section 4.02.


(dd)         “Non-Cash
Distributions” is as defined in Section 4.01.


(ee)         “Notice
Period” is as defined in Section 8.06(d).


(ff)           “Percentage
Ownership” is as defined in Section 3.01.


(gg)         “Perfected
Security Interest” is as defined in Section 3.05.


(hh)         “Perfection
of Security Interest” is as defined in Section 1.03.


(ii)           “Pledged
Collateral” is as defined in Section 1.01.


(jj)           “Post-Closing
Pledge Collateral” is as defined in Section 1.05.


(kk)         “Power
of Attorney” is as defined in Section 7.03.


(ll)           “Pre-Default
Powers” is as defined in Section 2.01.


(mm)       “Preferences”
is as defined in Section 11.01.


(nn)         “Private
Securities Sale” is as defined in Section 9.02.


(oo)         “Receipt
of Sale Proceeds” is as defined in Section 10.01.


(pp)         “Redemption”
is as defined in Section 8.06(e).


(qq)         “Registration
of Pledge” is as defined in Section 1.04.


(rr)           “Remedies
of Pledgor” is as defined in Section 15.02.


(ss)         “Right
of Substitution” is as defined in Section 7.05.


(tt)           “Right
to Conduct Partial Sale of Collateral” is as defined in Section 8.01.


(uu)         “Sale
Procedures” is as defined in Section 8.02.


(vv)         “Securities
Registration” is as defined in Section 9.01.


(ww)       “Strict
Foreclosure Agreement” is as defined in Section 8.06(a).



 19
 









(xx)          “Strict
Foreclosure Proposal” is as defined in Section 8.06(a).


(yy)         “Strict
Foreclosure” is as defined in Section 8.06.


(zz)          “Termination
of Powers” is as defined in Section 2.02.


(aaa)       “Termination”
is as defined in Section 15.07.


(bbb)      “Title
to Pledge Collateral” is as defined in Section 3.02.


(ccc)       “Transfer
Rights” is as defined in Section 7.01.


(ddd)      “Trustee
Rights” is as defined in Section 12.01.


(eee)       “Trustee
Self-Help Rights” is as defined in Section 7.07.


(fff)         “UCC
Rights” is as defined in Section 7.06.


(ggg)      “UCC
Waiver” is as defined in Section 8.06(b).


(hhh)      “UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of Delaware; provided that if, with respect to any financing statement
or by reason of any provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests granted to the Trustee
pursuant to the applicable security document is governed by the Uniform
Commercial Code as in effect in a jurisdiction of the United States other than
Delaware, UCC means the Uniform Commercial Code as in effect from time to time
in such other jurisdiction for purposes of the provisions of each security
document and any financing statement relating to such perfection or effect of
perfection or non-perfection.


(iii)            “Voting
Rights” is as defined in Section 7.02.


[Pledgor
Signatures Appear on Next Page]



 20
 









IN
WITNESS WHEREOF, the parties hereto have caused this Pledge and Security
Agreement to be executed and delivered by its duly authorized officer on the
date first set forth above.


	
  

  	
  GUARANTOR/PLEDGOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING LLC ,a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Joseph M. Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING INVESTMENTS, LLC, a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  AETC MANAGEMENT/DEVELOPMENT LLC, a

  Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Joseph M. Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  NORTHEAST HOUSING DESIGN/BUILD LLC,

  a Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING, LLC,

  a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
								



 



 21
 









 


	
  

  	
  GMH
  COMMUNITIES TRS, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH/BENHAM
  MILITARY COMMUNITIES LLC, a

  Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH/PHELPS
  MILITARY COMMUNITIES LLC, a

  Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING – AETC LIMITED

  PARTNER LLC, a Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
							



 



 22
 









 


	
  

  	
  GMH
  MILITARY HOUSING – CARLISLE/PICATINNY

  LIMITED PARTNER LLC, a Delaware Limited Liability

  Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING – BLISS/WSMR

  LIMITED PARTNER LLC, a Delaware Limited Liability

  Company,

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING DEVELOPMENT LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING MANAGEMENT LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
						



 



 23
 









 


	
  

  	
  ISSUER/PLEDGOR

  
	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES, LP, a
  Delaware limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  TRUSTEE

  
	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION, a

  national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas E. Tabor

  	
   

  
	
   

  	
  Name: Thomas E. Tabor

  
	
   

  	
  Title: Vice President

  
								



 



 24















SCHEDULE
A


COLLATERAL


PLEDGED PROCEEDS


Section 1


Revenues, cash, fees,
payments and distributions and all Pledged Collateral arising from or in
connection with:


1.             Development Agreement
dated November 1, 2003 by and between Stewart Hunter Housing LLC, a Delaware
Limited Liability Company and GMH Military Housing Development LLC, a Delaware
Limited Liability Company.


2.             Management Agreement
dated November 1, 2003 by and between Stewart Hunter Housing LLC, a Delaware
Limited Liability Company and GMH Military Housing Development LLC, a Delaware
Limited Liability Company.


3.,            Renovation Agreement
By and Between Stewart Hunter Housing LLC, a Delaware Limited Liability Company
and GMH Military Housing Management LLC, a Delaware Limited Liability Company


4.             Development Agreement
dated February 6, 2007 by and between AETC Housing LP, a Delaware Limited
Partnership and GMH AETC Management/Development LLC, a Delaware Limited
Liability Company.


5.             Management Agreement
dated February 6, 2007 by and between AETC Housing LP, a Delaware Limited
Partnership and GMH AETC Management/Development LLC, a Delaware Limited
Liability Company.


6.             Renovation Agreement
dated February 6, 2007 by and between AETC Housing LP, a Delaware Limited
Partnership and GMH AETC Management/Development LLC, a Delaware Limited
Liability Company.


7.             Design/Build
Agreement dated November 1, 2004 by and between Northeast Housing LLC (as
assignee of GMH Military Housing—Navy Northeast LLC), a Delaware Limited
Liability Company, and GMH Northeast Housing Design/Build, LLC, a Delaware
Limited Liability Company.


8.             Asset Management
Agreement dated November 1, 2004 by and between Northeast Housing LLC, a
Delaware Limited Liability Company, and GMH Military Housing Management, LLC, a
Delaware Limited Liability Company.  The
rights of GMH Military Housing Management, LLC under this Asset Management
Agreement are only being pledged to the extent such rights may be pledged
without the consent of any third party.













9.             Property Management
Agreement dated November 1, 2004 by and between Northeast Housing LLC, a
Delaware Limited Liability Company, and GMH Military Housing Management, LLC, a
Delaware Limited Liability Company.


10.           Development Agreement
dated November 1, 2004 by and between Northeast Housing LLC (as assignee of GMH
Military Housing—Navy Northeast LLC), a Delaware Limited Liability Company, and
GMH Military Housing Development, LLC, a Delaware Limited Liability Company.


11.           Renovation Agreement
dated May 1, 2006 by and between Fort Gordon Housing LLC, a Delaware Limited
Liability Company, and GMH Military Housing Management LLC, a Delaware Limited
Liability Company.


12.           Development Agreement
dated May 1, 2006 by and between Fort Gordon Housing LLC, a Delaware Limited
Liability Company, and GMH Military Housing Development LLC, a Delaware Limited
Liability Company.


13.           Property Management
Agreement dated May 1, 2006 between Fort Gordon Housing LLC, a Delaware Limited
Liability Company, and GMH Military Housing Management LLC, a Delaware Limited
Liability Company.


14.           Renovation Agreement
dated December 20, 2006 between Carlisle/Picatinny Family Housing LP, a
Delaware Limited Partnership and GMH Military Housing Management LLC, a
Delaware Limited Liability Company.


15.           Property Management
Agreement dated May 1, 2006 between Carlisle/Picatinny Family Housing LP, a
Delaware Limited Partnership and GMH Military Housing Management LLC, a
Delaware Limited Liability Company.


16.           Development Agreement
dated May 1, 2006 between Carlisle/Picatinny Family Housing LP, a Delaware
Limited Partnership and GMH Military Housing Development LLC, a Delaware
Limited Liability Company, as amended on December 20, 2006.


17.           Development Agreement
dated June 1, 2004, by and between Fort Hamilton Housing, LLC, a Delaware
limited liability companyand GMH Military Housing Development LLC, a Delaware
limited liability company.


18.           Property Management
Agreement dated June 1, 2004 by and between Fort Hamilton Housing, LLC and GMH
Military Housing Management LLC.


19.           Development Agreement
dated December 21, 2005, by and between Fort Carson Family Housing, LLC, a
Delaware limited liability company and GMH Military Housing Development LLC, a
Delaware limited liability company.



 2
 









20.           Demolition Agreement
dated November 29, 2006 by and between Fort Carson Family Housing, LLC, a
Delaware limited liability company and GMH Military Housing Management LLC, a
Delaware limited liability company.


21.           Property and Asset
Management Agreement dated December 21, 2005 by and between Fort Carson Family
Housing, LLC and GMH Military Housing Management LLC.


22.           Development Agreement
dated July 1, 2004 by and between Fort Detrick/Walter Reed Army Medical Center
Housing LLC and GMH Military Housing Development LLC.


23.           Renovation Agreement
dated July 1, 2004 by and between Fort Detrick/Walter Reed Army Medical Center
Housing LLC and GMH Military Housing Management LLC.


24.           Property Management
Agreement dated July 1, 2004 by and between Fort Detrick/Walter Reed Army
Medical Center Housing LLC and GMH Military Housing Development LLC.


25.           Development Agreement
dated December 1, 2004 by and between Fort Eustis/Fort Story Housing LLC and
GMH Military Housing Development LLC, as amended March 1, 2005.


26.           Renovation Agreement
dated March 1, 2005,  by and between Fort
Eustis/Fort Story Housing LLC and GMH Military Housing Management LLC.


27.           Property Management
Agreement dated March 1, 2005 by and between Fort Eustis/Fort Story Housing LLC
and GMH Military Housing Development LLC.


28.           Development Agreement
dated July 1, 2005 by and between Fort Bliss/White Sands Missile Range Housing
LP and GMH Military Housing Development LLC.


29.           Renovation Agreement
dated July 1, 2005 by and between  Fort
Bliss/White Sands Missile Range Housing LP and GMH Military Housing Management
LLC.


30.           Property Management
Agreement dated July 1, 2005 by and between 
Fort Bliss/White Sands Missile Range Housing LP and GMH Military Housing
Development LLC.


Section 2


Distributions, Pledged
Collateral, cash and all amounts payable to Pledgor from the entities listed in
Schedule A Section 2 below and any other Distributing Entities and related
contracts, investment property, and equity as well as the proceeds of any of
the foregoing, whether arising under the terms of any constituent documents of
the Distributing Entity or otherwise,


1.             GMH Communities, LP


2.             GMH Communities TRS,
Inc.


3.             GMH Military Housing,
LLC



 3
 









4.             GMH Military Housing
Investments, LLC


5.             GMH/Benham Military
Communities LLC


6.             GMH/Phelps Military
Communities LLC


7.             GMH Military Housing—AETC
Limited Partner LLC


8.             GMH Military Housing—Carlisle/Picatinny
Limited Partner LLC


9.             GMH Military
Housing-Bliss/WSMR Limited Partner LLC



 4
 









EXHIBIT A-1


FORM
OF IRREVOCABLE PAYMENT INSTRUCTION LETTER


May       , 2007


[Pledgor entity]


10 Campus Blvd.


Newtown Square, PA 19073


Re:        GMH Communities, LP Taxable Notes, Series
2007


Dear Ladies and Gentlemen:


Please be advised that GMH Communities, LP has entered
in that certain Trust Indenture with the U.S. Bank Trust National Association (“Indenture”),
a copy of which is attached hereto as Schedule A-1A.


If you are notified in writing by either GMH
Communities, LP or U.S. Bank Trust National Association, in a form
substantially similar to that set attached hereto as Schedule A-1B, that an
Event of Default under and as defined by the Indenture has occurred, you hereby
are directed, and covenant and agree to deliver a check or otherwise transfer
by wire payment for deposit to the U.S. Bank Trust National Association, 100
Wall Street, Suite 1600, New York, New York, 10005, in accordance with the
wiring instructions set forth below, all fees, distributions, monies, cash, or
amounts otherwise owed to, or earned by [Pledgor entity] pursuant to any and
all Project Documents (as that term is defined in the Indenture), until you are
notified otherwise in writing by U.S. Bank Trust National Association.  Return an executed copy of this letter to
U.S. Bank Trust National Association at the address above.  U.S. Bank Trust National Association is an
express third-party beneficiary of this letter, and may fully enforce its
terms.


The wiring instructions are as follows:


	
  Bank Name:

  	
   

  	
  U.S. Bank Trust National Association

  
	
  ABA No.

  	
   

  	
  091000022

  
	
  Beneficiary:

  	
   

  	
  U.S. BANK TRUST N.A.

  
	
  Account No.:

  	
   

  	
  173103321092

  
	
  OB1:

  	
   

  	
  Corporate Trust

  
	
  REF:

  	
   

  	
  GMH Communities, LP Taxable Notes, Series 2007,
  Revenues Fund

  
	
  Attn:

  	
   

  	
  Ron Chin

  
	
  Telephone#:

  	
   

  	
  (617) 603-6604

  



 



 5
 









[Pledgor entity], a
Delaware limited partnership


	
  

  	
  By: GMH COMMUNITIES GP

  TRUST, a Delaware statutory

  trust, its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


Accepted and Agreed to:


[Paor entity],


a [            ]
[limited liability company/limited partnership]


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 



 6
 









SCHEDULE
A-1A


TRUST
INDENTURE



 7
 









SCHEDULE
A-1B


FORM OF
NOTIFICATION

RELATING TO PAYMENTS AND DISTRIBUTIONS TO


[PLEDGOR
ENTITY]


[date]


[Payor entity]


Re:        GMH Communities, LP Taxable Notes, Series
2007


Dear Ladies and Gentlemen:


Pursuant to the letter agreement dated May 7, 2007, a
copy of which is enclosed herewith, you are hereby notified that an Event of
Default has occurred under the Indenture; therefore, until you are notified
otherwise in writing by U.S. Bank Trust National Association, deliver a check
or otherwise transfer by wire payment for deposit to “GMH Communities, LP Taxable Notes, Series
2007, Revenues Fund” (Account No.              )
at U.S. Bank Trust National Association, 100 Wall Street, Suite 1600, New York,
New York, 10005, Attention:  Corporate
Trust Administration, all distributions, monies, cash, or otherwise owed to, or
earned by [Pledgor entity] pursuant to any and all Project Documents (as that
term is defined in the Indenture). 
Please return an acknowledged copy of this Notice to U.S. Bank Trust
National Association at the address above.


The wiring instructions are as follows:


	
  Bank Name:

  	
   

  	
  U.S. Bank Trust National Association

  
	
  ABA No.

  	
   

  	
  091000022

  
	
  Beneficiary:

  	
   

  	
  U.S. BANK TRUST N.A.

  
	
  Account No.:

  	
   

  	
  173103321092

  
	
  OB1:

  	
   

  	
  Corporate Trust

  
	
  REF:

  	
   

  	
  GMH Communities, LP Taxable Notes, Series 2007,
  Revenues Fund

  
	
  Attn:

  	
   

  	
  Ron Chin

  
	
  Telephone#:

  	
   

  	
  (617) 603-6604

  



 


U.S. BANK TRUST NATIONAL

ASSOCIATION,


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 



 8
 









Receipt Acknowledged & Confirmed:


[Payor entity]


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 



 9














EXHIBIT A-2


Instructions to General Partner/ Managing Member


	
  

  	
   

  	
  [Date]

  
	
   

  	
   

  	
   

  
	
  TO:

  	
  [Name and Address
  of Manager]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


You are hereby instructed to make a notation of the
pledge of the following equity interest as follows:


Pledgor
has pledged all proceeds and distributions from its member interests, now owned
or hereafter acquired, to the undersigned as security.


The name and address of the pledgor is:


[Name and Address of Pledgor]


The name and address of the pledgee is:


	
   

  	
   

  
	
   

  	
   

  
	
  Attn:

  	
   

  
	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Manager:

  
	
   

  	
   

  
	
   

  	
                                                 ,
  a               

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
							



 
















EXHIBIT B-1


Initial Transaction Statement


	
  

  	
   

  	
  December     , 2002

  
	
   

  	
   

  	
   

  
	
  TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attn: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


This statement is to advise you that a notation of the
pledge of all proceeds and distributions from following equity interest has been
made in the name of  as follows:


1.                                       Equity
Interest:


The equity interests now
owned or hereafter acquired by [Pledgor] in the 

undersigned [limited
partnership/limited liability company].


2.                                       Registered
Owner:


[Name
and Address of Pledgor]


Taxpayer Identification
Number: 


3.                                       Registered
Trustee:


 


Taxpayer
Identification Number:


4.                                       There
are no liens, restrictions or assignments of distributions or proceeds of the
undersigned entity and no adverse claims known to the undersigned entity to
which such equity interest is or may be subject except for restrictions on
transfer set forth in the formation documents of such entity.


5.                                       The
pledge was registered on                     ,
20       .


[Remainder of Page
Intentionally Left Blank]



 B-1a















THIS STATEMENT IS
MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEES AS OF THE TIME OF ITS
ISSUANCE.  DELIVERY OF THIS STATEMENT, OF
ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. 
THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.


 


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Borrower], a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
											



 



 B-11















EXHIBIT B-2


Initial Transaction Statement


	
  

  	
   

  	
  December      , 2002

  
	
   

  	
   

  	
   

  
	
  TO: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  



 


This statement is to advise you that a notation of the
pledge of the proceeds and distributions from the following equity interest has
been made in the name of  as follows:


1.                                       Equity
Interest:


The equity interests now owned or hereafter acquired
by [Pledgor]
in the undersigned [limited
liability company/corporation].


2.                                       Registered
Owner:


[Name and Address of Pledgor]


Taxpayer Identification Number:


3.                                       Registered
Trustee:


 


Taxpayer Identification
Number: 


4.                                       There
are no liens, restrictions or assignments of distributions or proceeds of the
undersigned entity and no adverse claims known to the undersigned entity to
which such equity interest is or may be subject except for restrictions on
transfer set forth in the formation documents of such entity.


5.                                       The
pledge was registered on                              ,
20   .


[Remainder of Page
Intentionally Left Blank]



 B-2a















THIS STATEMENT IS MERELY
A RECORD OF THE RIGHTS OF THE ADDRESSEES AS OF THE TIME OF ITS ISSUANCE.  DELIVERY OF THIS STATEMENT, OF ITSELF,
CONFERS NO RIGHTS ON THE RECIPIENT.  THIS
STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  [Manager],  a

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
												



 



 B-22















EXHIBIT C


Acceptance of
Trustee’s Proposal under Section 8.06


[insert date]


[Address of            and
specified Indenture Servicer


(collectively, “
Trustee”)


 


Gentlemen:


This letter agreement and
waiver is being delivered by the undersigned, [                       ],
(“Pledgor”) to Trustee in connection with that certain  Pledge and Security Agreement dated as of
[     ,     ] by and between
Trustee and Pledgor (“Pledge Agreement”).  All capitalized terms used herein, unless
otherwise defined herein, shall have the meanings specified in the Pledge
Agreement.


1.             As contemplated by Section
8.06 of the Pledge Agreement, Pledgor hereby accepts Trustee’s Strict
Foreclosure Proposal to retain all right, title and interest in and to the
Pledged Collateral, and agrees to ratify such retention at the direction of
Trustee in accordance with such Section 8.06 and the other applicable
provisions of the Indenture.


2.             This acceptance is
irrevocable and unconditional, subject, however, to the terms of Section 5
below.


3.             All of the Interested
Parties acknowledge and consent to the acceptance and agreements set forth in Section
1 and Section 2 hereof.


4.             In accordance with
Section 9-624(c) of the UCC, each Distributing Entity, and each Interested
Party, hereby waives, effective as of the date hereof, all of its rights under
the UCC with respect to the  Indenture,
the Pledge Agreement and the Pledged Collateral, if any, including any rights
described in Section 9-623 of the UCC, in each case to the fullest extent such
rights may be waived in accordance with the UCC (“UCC Waiver”).


5.             Notwithstanding the
acceptance and UCC Waiver, Pledgor and Trustee shall not be required to
consummate such retention by Trustee unless and until (a) twenty (20) days have
elapsed after the delivery of such acceptance, and (b) none of the Interested
Parties have caused the entire Obligations to be paid and satisfied in full
within such twenty day period (a “Redemption”), and, if a Redemption is
consummated pursuant to the terms of the Indenture and in accordance with
applicable law, Pledgor’s acceptance shall be deemed to have been revoked with
the consent of Trustee.



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ACKNOWLEDGED
AND AGREED:


[INSERT SIGNATURE BLOCKS
OF EACH DISTRIBUTING ENTITY]


 


[                             ],
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  [General
  Partner], a                      

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
							



 



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