Exhibit
10.45


ACCOUNT CONTROL AGREEMENT


AND


SECURITY AGREEMENT


May 7, 2007


GMH Communities, LP, as
Pledgor


GMH Communities TRS, Inc., as Pledgor


GMH Military Housing, LLC, as Pledgor


GMH Military Housing Investments, LLC, as Pledgor


GMH/Benham Military Communities LLC, as Pledgor


GMH/Phelps Military Communities LLC, as Pledgor


GMH Military Housing—AETC Limited Partner LLC, as Pledgor


GMH Military Housing—Carlisle/Picatinny
Limited Partner LLC, as Pledgor


GMH Military Housing—Bliss/WSMR Limited Partner LLC, as Pledgor


GMH Military Housing Development LLC, as Pledgor


GMH Military Housing Management LLC, as Pledgor


GMH AETC Management/Development LLC, as Pledgor


GMH Northeast Housing
Design/Build LLC, as Pledgor


Merrill Lynch Private Client Group, as Collateral Agent


World Financial Center


North Tower, 9th Floor


250 Vesey Street


Attention: Kacie Carl


New York, NY 
10281


Facsimile: (212) 669-0791


U.S. Bank Trust
National Association, as Trustee


100 Wall Street, Suite
1600


New York, New York  10005


Attention:  Corporate Trust Administration


Telephone:  (212) 361-6184


Fax:  (212) 809-5459


Re:          Cash
Collateral Account established by U.S. Bank Trust National Association, (“Trustee”)
with Merrill Lynch Private Client Group (“Collateral Agent”) pursuant to that
certain Trust Indenture (as amended, supplemented or otherwise modified from
time to time), the (“Trust Indenture”), dated May 7, 2007, between the Trustee
and GMH Communities, LP.


Ladies and Gentlemen:


GMH Communities, LP has
entered into a Note Purchase Agreement with Merrill Lynch, Pierce, Fenner &
Smith Incorporated (“Merrill Lynch”) dated May 7, 2007 pursuant to which
Merrill 











Lynch has agreed to
purchase the Notes, Series 2007 (the “Notes”), in the aggregate principal
amount of up to $100,000,000.  The Notes will
be issued and secured under the provisions of the Trust Indenture.  As a requirement of such transactions and
pursuant to the Trust Indenture and the Pledge and Security Agreement dated May
7, 2007 by and between the Pledgors and the Trustee (the “Pledge Agreement”),
each Pledgor has agreed to pledge certain collateral to the Trustee.  Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Trust Indenture.


The Pledgors have
established three or more collateral accounts (collectively, the “Collateral
Account”) with the Collateral Agent, which Collateral Accounts are more
specifically identified on Exhibit A, which the Collateral Agent maintains in
the name of, and in trust for, the Pledgors as the Collateral Agent’s
customers.  Each Pledgor grants below to
Trustee a security interest in everything deposited by each Pledgor in the
Collateral Account.


As security for the full
and punctual payment and performance of all Obligations under the Trust
Indenture, the Pledge Agreement and the Notes, the Pledgors hereby grant,
pledge, hypothecate, transfer and assign to Trustee a first priority and
continuing lien on and first priority security interest in everything deposited
in the Collateral Account, including, without limitation, all cash, all
instruments submitted for deposit and all received wire transfers to be
deposited in the Collateral Account . 
The Pledgors also agree that the terms of the Pledge Agreement and all
rights and remedies of the Trustee thereunder, including without limitation,
sections 6 and 7, are hereby incorporated herein by this reference as if fully
stated herein.  This Agreement shall also
constitute a control agreement perfecting the Trustee’s security interest in
the Collateral Account.


In the event the
Collateral Agent receives notice from Trustee that a default or an event of
default has occurred and is continuing under the Trust Indenture (a “Notice of
Event of Default”) from Trustee, the Collateral Agent shall in no event (a)
transfer funds from the Collateral Account to any Pledgor or any other person
other than pursuant to Trustee’s direction, (b) act on the instruction of any
Pledgor or any other person other than Trustee or (c) cause or permit
withdrawals from the Collateral Account in any manner not approved by Trustee
in writing.  Upon a Notice of Event of
Default, the Trustee shall have the right to withdraw and apply funds from the
Collateral Account to any outstanding obligations of each and every Pledgor
under the Trust Indenture.  Until receipt
of a Notice of an Event of Default, the Trustee shall not be permitted to
withdraw funds or cause funds to be transferred from the Collateral Account
without each Pledgor’s approval.


The Collateral Agent
hereby waives any right that the Collateral Agent may now or hereafter have to
a security interest, bank’s or other possessory liens, rights to offset or
other claims against the funds in the Collateral Account.


In addition, the
Collateral Agent acknowledges that (a) each Pledgor has granted to Trustee a
security interest in all of such Pledgor’s right, title and interest in and to
any funds from time to time on deposit in the Collateral Account with respect
to cash collateral pledged to Trustee under the Pledge Agreement, (b) that such
funds are received by the Collateral Agent in trust for the benefit of Trustee
and, except as provided below, are for application against the Pledgors’ 











obligations to Trustee,
and (c) that the Collateral Agent shall comply with Trustee’s instructions
regarding the disposition of funds in the Collateral Account in accordance with
Trustee’s instructions, without the consent of any Pledgor until the Collateral
Agent receives notice from Trustee that it has released its lien on the
Collateral Account and all funds deposited therein.


All bank statements in
respect to the Collateral Account shall be sent to Trustee at:


U.S. Bank Trust National Association, as Trustee


100 Wall Street,
Suite 1600


New York, New
York  10005


Attention:  Corporate Trust Administration


Telephone:  (212) 361-6184


Fax:  (212) 809-5459


with copies to the
Pledgors at:


10 Campus Boulevard


Newtown Square, PA 19073


Attention: Joseph
M. Macchione


This
collateral account agreement shall be governed and construed in accordance with
the laws of the State of New York without regard to conflicts of law principles
and the parties hereto agree that the purposes hereof New York shall be the
Collateral Agent’s jurisdiction for purposes of Article 9 of the UCC.











Kindly acknowledge
your agreement with the terms of this agreement by signing the enclosed copy of
this letter and returning it to the undersigned.


	
  

  	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK TRUST NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas E.
  Tabor

  	
   

  
	
   

  	
   

  	
  Print Name:
  Thomas E. Tabor

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
  Agreed
  and acknowledged:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL
  LYNCH PRIVATE CLIENT GROUP

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edward H. Curland

  	
   

  
	
   

  	
   

  	
  Print Name:
  Edward H. Curland

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES, LP, a Delaware Limited

  Partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By: GMH COMMUNITIES GP TRUST

  a Delaware Statutory Trust, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES TRS, INC., a Delaware

  Corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH MILITARY HOUSING, LLC, a Delaware

  Limited Liability Company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
									



 











 


	
  

  	
  GMH
  MILITARY HOUSING INVESTMENTS LLC, a

  Delaware Limited Liability Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
   

  	
  Print 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

  	
   

  
	
   

  	
   

  	
  Print 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

  	
   

  
	
   

  	
   

  	
  Print 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

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
						



 











 


	
  

  	
  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

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING – BLISS/WSMR

  LIMITED PARTNER LLC,
  a Delaware Limited Liability

  Company, a Delaware Limited
  Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING INVESTMENTS

  LLC, a Delaware Limited Liability Company, its

  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
   

  	
  Print 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

  	
   

  
	
   

  	
   

  	
  Print 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

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
						



 











 


	
  

  	
  GMH
  MILITARY HOUSING MANAGEMENT LLC,

  a Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING, LLC, a Delaware

  Limited Liability Company, its Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH
  MILITARY HOUSING DEVELOPMENT LLC,

  a Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By: GMH MILITARY HOUSING, LLC, a Delaware

  Limited Liability Company, its Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice
  President

  
						



 











EXHIBIT A


Collateral Account
Identification:


	
  Name of
  Account Holder

  	
   

  	
  Name of Entity Holding

  Account

  	
   

  	
  Account Number

  
	
  GMH Military
  Hou_005

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607005

  
	
  GMH Military
  Housing FC

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607048

  
	
  GMH Military
  Housing Development

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607039

  
	
  GMH Military
  Housing MGT FC

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607116

  
	
  GMH Military
  Housing Renovations Account

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607275

  
	
  GMH Military
  Housing Renovations Account

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607276

  
	
  GMH Military
  Housing Renovations Account

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607277

  
	
  GMH Military
  Housing Renovations Account

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607278

  
	
  GMH Military
  Housing Renovations Account

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607068

  
	
  GMH/AETC
  Management/Development LLC

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607361

  
	
  GMH NE Housing
  Design/Build LLC

  	
   

  	
  Merrill Lynch Private Client Group

  	
   

  	
  21607205