EXHIBIT
10.40


GMH COMMUNITIES, LP


Taxable Notes


Series 2007


NOTE
PURCHASE AGREEMENT


May 7, 2007


GMH Communities,
LP


10 Campus Blvd.


Newtown Square, PA
19073


Attention: 
Joseph M. Macchione, Executive Vice President & General Counsel


The undersigned, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of its affiliates or subsidiaries (the “Purchaser”), hereby
offers to enter into the following Note Purchase Agreement (this “Agreement”)
with you (the “Issuer”) which, upon your acceptance of this offer, will be
binding upon you and upon the Purchaser. 
This offer is made subject to the acceptance by the Issuer of this
Agreement, which acceptance shall be evidenced by the execution of this
Agreement prior to 5:00 p.m., New York, New York time, on May 7, 2007 (the “Closing”).  All capitalized, undefined terms used herein
shall have the meanings ascribed to them in the Indenture, hereinafter
mentioned.


Section
1.                          Purchase
and Sale of the Notes.  Upon the
terms and conditions and upon the basis of the representations and agreements
set forth herein, the Purchaser hereby agrees to purchase from the Issuer, and
the Issuer hereby agrees to sell to the Purchaser, the Issuer’s Notes, Series
2007, in the aggregate principal amount of up to $100,000,000 (“Initial Notes),
and any additional notes in the aggregate principal amount of up to $25,000,000
if and to the extent requested by the Issuer, and agreed to by the Purchaser,
pursuant and subject to the terms of the Indenture, including, but not limited
to, the fulfillment of certain conditions (as defined below) (the “ Additional
Notes”) (the Initial Notes and the Additional Notes, collectively, the “Notes”).  The Notes are being sold by the Issuer to the
Purchaser, a sophisticated institutional investor, which has conducted its own
independent review of the security for the Notes, in a direct, private
placement transaction, and no official statement or other offering document has
been or will be prepared in connection with such sale and purchase transaction.


The Notes will be as described in, and will be issued
and secured under the provisions of, the Trust Indenture, dated as of May 7,
2007 (the “Indenture”), by and between the Issuer and U.S. Bank Trust National
Association, as trustee (the “Trustee”), the form of which is attached hereto
as Exhibit A.  The Notes will be dated
the date of issuance thereunder, will mature on the Maturity Date (as defined
in the Indenture) and will be subject to optional redemption as set forth in
the Indenture.


The Notes shall be issued in a single series and
designated as “Series 2007,” each with an aggregate stated principal amount of
at least U.S. $100,000 and integrals of U.S. $5000 in excess 













thereof.  The purchase price for the each Note will be
100% of the initial principal amount of the Note, plus accrued interest thereon
calculated at the Note Rate from the dated date of the Note through the date of
purchase by the Purchaser.


The Notes shall bear interest in accordance with
Section 2.02 of the Indenture, and shall otherwise have the terms provided in
the Indenture.


Section
2.                          Representations
and Agreements of the Purchaser.  The
Purchaser hereby represents that it:  (i)
is a institutional investor, and (ii) if the Initial Owner disposes of all or a
portion of the Notes, it will advise the transferee(s) that the transaction is
being effected in reliance on Rule 144A, and to that end, will transfer only
(A) to a Qualified Institutional Buyer under Rule 144A of the Securities Act,
(B) to a trust or custodial arrangement the beneficial owners of which are
required to be Qualified Institutional Buyers, and in the case of (A) above,
which buyer has acknowledged that it has made its own review of the credit and
further promises to require such assurances from any succeeding purchaser.


Section
3.                          Representations and Warranties of the Issuer.  The Issuer represents and warrants to the
Purchaser (and it will be a condition of the obligation of the Purchaser to
purchase and accept delivery of the Notes that the Issuer will so represent and
warrant and agree as of the date of the Closing, and as of the date of issuance
by the Issuer of any Notes) that:


(a)                                  The
Issuer is a limited partnership, duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full legal right,
power and authority (i) to enter into this Agreement and the other Transaction
Documents to which it is a party, (ii) to issue, sell and deliver the Notes to
the Purchaser pursuant to the Indenture and this Agreement as provided therein and
herein, and (iii) to carry out and consummate the transactions contemplated by
this Agreement, the Indenture, and the other Transaction Documents to which it
is a party;


(b)                                 Good
Standing.


(1)                                    The Issuer is qualified to do business and is
in good standing in any state required in order to conduct its business, and
has obtained all authorizations, approvals, licenses, consents and orders of
any governmental authority, legislative body, board, agency or commission
having jurisdiction over the subject matter have been duly obtained timely as
required (except for any approvals, consents and orders as may be required
under the Blue Sky or securities laws of any state in connection with the
offering and sale of the Notes) that are necessary for the valid execution,
delivery and performance by the Issuer of this Agreement, the Indenture and the
other Transaction Documents to which it is a party;


(2)                                  
Each Subsidiary of the Issuer and each subsidiary listed on Exhibit B hereto
(each a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”)
has been duly organized and is validly existing as a corporation, limited
partnership, or limited liability company, as applicable, in good standing
under the laws of the jurisdiction of its incorporation or organization, has
corporate or limited partnership, or limited liability power and authority to
own, lease and operate its 



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properties and to conduct its business as
described in the Indenture and is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect (as
defined below); all of the issued and outstanding capital stock of each
Designated Subsidiary has been duly authorized and validly issued, is fully
paid and non-assessable and is owned by the Issuer, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity; none of the outstanding shares of capital stock of the
Designated Subsidiaries was issued in violation of any preemptive or similar
rights of any securityholder of such Designated Subsidiary.


(c)                             The
Issuer, concurrently with or prior to the acceptance hereof, has duly
authorized and approved this Agreement, the Indenture, and the other
Transaction Documents to which it is a party and has taken all necessary
limited partnership action to authorize and approve the execution and delivery
of, and the performance by the Issuer of, its obligations contained in this
Agreement, the Notes, the Indenture, and the other Transaction Documents to
which it is a party;


(d)                            To the
Issuer’s knowledge, the Issuer is not in breach of or default in any material
respect under any applicable law or administrative regulation of the State of
Delaware, any department, division, agency or instrumentality thereof or the
United States, or any applicable judgment or decree or any loan agreement,
note, resolution, certificate, agreement or other instrument to which the
Issuer is a party or is otherwise subject; and, the execution and delivery of
this Agreement, the Indenture, the Notes and the other Transaction Documents to
which it is a party and compliance with the provisions thereof will not
conflict with or constitute a breach of or default under any applicable law or
administrative regulation of the State of Delaware, any department, division,
agency or instrumentality thereof or of the United States or any applicable
judgment or decree or any loan agreement, note, resolution, certificate,
agreement or other instrument to which the Issuer is a party or is otherwise
subject;


(e)                             The
Notes, when issued, authenticated and delivered in accordance with the
Indenture and delivered against payment of the purchase price therefor as
provided in this Agreement, will constitute valid and binding obligations of
the Issuer, enforceable against the Issuer in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers)
reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and will be in the form contemplated by, and
entitled to the benefits of, the Indenture.  
The Notes will conform in all material respects to the respective
statements relating thereto in this Agreement and the Indenture.


(f)                               At
the date of Closing, except as set forth on Schedule 3(f), there is no pending
or, to the Issuer’s knowledge, threatened (in writing) action, suit,
proceeding, inquiry or investigation at law or in equity or before or by any
court, public board or body 



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pending or threatened in writing (i) against
or affecting the Issuer, GMH, the Guarantors, their Military Housing Affiliates
and Subsidiaries or the Collateral (as defined in the Indenture); (ii)
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Notes or the application of the revenues in the Trust Estate
pledged to pay debt service with respect to the Notes; or, (iii) wherein an
unfavorable decision, ruling or finding would materially and adversely affect
the Transaction or the validity of the Notes, this Agreement, the Indenture, or
any agreement or instrument to which the Issuer is a party and which is used or
contemplated for use in the consummation of the Transaction contemplated
hereby;


(g)                            No
Event of Default (as such term is defined in the Indenture) shall have occurred
and be continuing;


(h)                            Any
certificate signed by an Authorized Officer of the Issuer and delivered to the
Purchaser shall be deemed a representation made by the Issuer to the Purchaser
of the statements made therein;


(i)                                The
financial statements, together with the related schedules and notes, the Issuer
has disclosed to Purchaser during the latter’s performance of its due diligence
related to this Transaction, and those attached as Exhibits to the Indenture
present fairly the financial position of the Issuer, GMH, the Guarantors, and
their affiliates and subsidiaries related to the Military Housing Projects at
the dates indicated on and for the periods specified in such statements; said
financial statements have been prepared in conformity with GAAP applied on a
consistent basis throughout the periods involved.  The pro forma financial statements of the
Issuer, GMH, the Guarantors, and their affiliates and subsidiaries related to
the Military Housing Projects disclosed to the Purchaser during the latter’s
due diligence present fairly in all material respects the information shown
therein, have been prepared in accordance with the Commission’s rules and
guidelines with respect to pro forma financial statements, to the extent
applicable, and have been properly compiled on the bases described therein, and
the assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the transactions and
circumstances referred to therein.


(j)                                Since
the respective dates as of which information set forth in subsection (i),
above, was disclosed to the Purchaser, except for any material adverse effect
that may be caused by the failure of the West Point and/or Navy Southeast
Military Housing Projects to close (A) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Issuer, GMH, the Guarantors, and their
affiliates and subsidiaries related to the Military Housing Projects, which is
considered as one enterprise, whether or not arising in the ordinary course of
business (a “Material Adverse Effect”), (B) there have been no
transactions entered into by the Issuer, the Guarantor, and their affiliates
and subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Issuer, GMH, the Guarantors, and their
affiliates and subsidiaries considered as one enterprise, and (C) except
for regular quarterly dividends on the common shares of beneficial interest,
par value $0.01 per share, of GMH (the “Common Stock(s)”) and quarterly 



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distributions payable to holders of
partnership interests in the Issuer are duly approved and declared by the Board
of Trustees of GMH in amounts per share that are consistent with past practice,
there has been no dividend or distribution of any kind declared, paid or made
by the Issuer, GMH, the Guarantors, and their affiliates and subsidiaries on
any class of capital stock.


(k)                             The
authorized, issued and outstanding capital shares or partnership interests of
the Issuer, GMH, the Guarantors, and their affiliates and subsidiaries is as
set forth in the financial statements, including the schedules and notes, as
disclosed to the Purchaser.  The shares
of issued and outstanding capital shares, partnership interests, or membership
interests of the Issuer, GMH, the Guarantors, and their affiliates and
subsidiaries have been duly authorized and validly issued and are fully paid
and non-assessable; none of the outstanding shares of capital stock or membership
interests of the Issuer, GMH, the Guarantors, and their affiliates and
subsidiaries was issued in violation of the preemptive or other similar rights
of any securityholder of the Issuer or GMH.


(l)                                Except
as set forth in Schedule 3(l), no labor dispute with the employees of the
Issuer, GMH, the Guarantors, or their affiliates or subsidiaries exists or, to
the knowledge of the Issuer, has been threatened (in writing), and the Issuer
is not aware of any existing or threatened labor disturbance by the employees
of any of its or any of its affiliates’ or subsidiaries’ principal suppliers,
manufacturers, customers or contractors, which, in either case, would result in
a Material Adverse Effect.


(m)                          The
Issuer, GMH, the Guarantors, or their affiliates or subsidiaries have not
taken, nor will the Issuer, GMH, the Guarantors, or their affiliates or
subsidiaries take, directly or indirectly, any action which is designed to or
which has constituted or which would be expected to cause or result in
stabilization or manipulation of the price of any security of the Issuer, GMH,
the Guarantors, or their affiliates or subsidiaries to facilitate the sale or
resale of the Notes.


(n)                            No
filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency is
necessary or required for the performance by the Issuer its obligations
hereunder, in connection with the offering, issuance or sale of the Notes
hereunder or the consummation of the transactions contemplated by this
Agreement or for the due execution, delivery or performance of the Indenture by
the Issuer, except such as have been already obtained.


(o)                            The
Issuer, GMH, the Guarantors, and their affiliates and subsidiaries possess such
permits, licenses, approvals, consents and other authorizations (collectively, “Governmental
Licenses”) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the business now operated by
them, except where the failure so to possess would not, singly or in the
aggregate, result in a Material Adverse Effect; the Issuer, GMH, the
Guarantors, and their affiliates and subsidiaries and its subsidiaries are in
compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the aggregate,
result in a Material Adverse Effect; all of the Governmental Licenses 



 5
 









are valid and in full force and effect,
except where the invalidity of such Governmental Licenses or the failure of
such Governmental Licenses to be in full force and effect would not, singly or
in the aggregate, result in a Material Adverse Effect; and the Issuer, GMH, the
Guarantors, and their affiliates and subsidiaries have not received any notice
of proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.


(p)                            The Issuer,
GMH, the Guarantors, and their Military Housing Affiliates and Subsidiaries
have good and marketable title to all real property owned or leased by them and
good title to all other properties owned by them, in each case, free and clear
of all mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind except such as (a) set forth as Permitted Liens
as set forth in the Indenture or as permitted indebtedness as set forth in
Section 6.11 of the Indenture, and (b) do not, singly or in the aggregate,
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Issuer, GMH, the
Guarantors, and their Military Housing Affiliates and Subsidiaries; all of the
leases and subleases material to the business of the Issuer, GMH, the
Guarantors, and their Military Housing Affiliates and Subsidiaries, considered
as one enterprise, and under which the Issuer, GMH, the Guarantors, and their
Military Housing Affiliates and Subsidiaries holds properties related to the
Military Housing Projects (as defined in the Indenture), are in full force and
effect, and the Issuer, GMH, the Guarantors, and their Military Housing
Affiliates and Subsidiaries not have received any notice of any material claim
of any sort that has been asserted by anyone adverse to the rights of the
Issuer, GMH, the Guarantors, and their Military Housing Affiliates and
Subsidiaries under any of the leases or subleases mentioned above, or affecting
or questioning the rights of the Issuer, GMH, the Guarantors, and their
Military Housing Affiliates and Subsidiaries thereof to the continued
possession of the leased or subleased premises under any such lease or
sublease.


(q)                            Except
such matters as would not, singly or in the aggregate, result in a Material
Adverse Effect or such matters referenced in Schedule 3(f) or 3(l) hereto,
(A) the Issuer, GMH, the Guarantors, and their Military Housing Affiliates
and Subsidiaries are not in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law
or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface
strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or
petroleum products, asbestos-containing materials or mold (collectively, “Hazardous
Materials”) or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (B) the Issuer, GMH, the Guarantors, and their affiliates and
subsidiaries have all permits, authorizations and approvals required under any
applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or threatened (in writing) 



 6
 









administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance
or violation, investigation or proceedings relating to any Environmental Law
against the Issuer, GMH, the Guarantors, or their Military Housing Affiliates
and Subsidiaries and (D) to the Issuer’s knowledge there are no events or
circumstances that would reasonably be expected to form the basis of an order
for clean-up or remediation, or an action, suit or proceeding by any private
party or governmental body or agency, against or affecting the Issuer, GMH, the
Guarantors or their subsidiaries relating to Hazardous Materials or
Environmental Laws.


(r)                               GMH,
on a consolidated basis with its affiliates and subsidiaries, maintains a
system of internal control over financial reporting sufficient to provide
reasonable assurances that (A) transactions are executed in accordance with
management’s general or specific authorization; (B) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain accountability for assets; (C) access to assets is
permitted only in accordance with management’s general or specific
authorization; and (D) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. Since the end of the most recent audited
fiscal year of GMH on a consolidated basis with its affiliates and
subsidiaries, there has been (1) no material weakness in its internal control
over financial reporting (whether or not remediated) and (2) no change in its internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, its internal control over financial reporting.


(s)                             There
is and has been no failure on the part of the Issuer, GMH, the Guarantors, or
their affiliates and subsidiaries or any of their directors or officers, in
their capacities as such, to comply in all material respects with any
applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),
including Section 402 related to loans and Sections 302 and 906 related to
certifications.


(t)                               All
United States federal income tax returns of the Issuer, GMH, the Guarantors,
and their affiliates and subsidiaries required by law to be filed have been
filed and all taxes shown by such returns or otherwise assessed, which are due
and payable, have been paid, except assessments against which appeals have been
or will be promptly taken and as to which adequate reserves have been
provided.  Except as set forth in
Schedule 3(t), the United States federal income tax returns of the Issuer, GMH,
the Guarantors, and their affiliates and subsidiaries through the fiscal year
ended December 31, 2006, have been settled and no assessment in connection
therewith has been made against any of them. 
The Issuer, GMH, the Guarantors, or their affiliates and subsidiaries
have filed all other tax returns that are required to have been filed by them
pursuant to applicable foreign, state, local or other law except insofar as the
failure to file such returns would not result in a Material Adverse Effect, and
has paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Issuer, GMH, the Guarantors, or their affiliates and
subsidiaries, except for such taxes, if any, as are being contested in good
faith and as to which adequate reserves have been provided.  The charges, accruals and reserves on the
books of the Issuer, GMH, the Guarantors, and their 



 7
 









affiliates and subsidiaries in respect of any
income and corporation tax liability for any years not finally determined are
adequate to meet any assessments or re-assessments for additional income tax
for any years not finally determined, except to the extent of any inadequacy
that would not result in a Material Adverse Effect.


(u)                            The
Issuer, GMH, the Guarantors, and their affiliates and subsidiaries carry or are
entitled to the benefits of insurance, with financially sound and reputable
insurers, in such amounts and covering such risks as is generally maintained by
companies of established repute engaged in the same or similar business, and
all such insurance is in full force and effect. 
The Issuer, GMH, the Guarantors, or their affiliates and subsidiaries
have no reason to believe that it or any subsidiary will not be able
(A) to renew its existing insurance coverage as and when such policies
expire or (B) to obtain comparable coverage from similar institutions as
may be necessary or appropriate to conduct its business as now conducted and at
a cost that would not result in a Material Adverse Change.  None of the Issuer, GMH, the Guarantors, or
their affiliates and subsidiaries has been denied any insurance coverage which
it has sought or for which it has applied, except to the extent such denial
would not cause a Material Adverse Change..


(v)                            The
Issuer is not required, and upon the issuance and sale of the offered Notes as
herein contemplated and the application of the net proceeds therefrom will not
be required, to register as an “investment company” under the Investment
Company Act of 1940, as amended (the “1940 Act”).


(w)                          Neither
the Issuer, GMH, the Guarantors, nor their affiliates, as such term is defined
in Rule 501(b) under the 1933 Act (each, an “Affiliate”), has directly
or indirectly solicited any offer to buy, sold, or offered to sell or otherwise
negotiated in respect of, or will solicit any offer to buy, sell or offer to
sell or otherwise negotiate in respect of, in the United States or to any
United States citizen or resident, any security which is or would be integrated
with the sale of the Notes in a manner that would require the offered Notes to
be registered under the 1933 Act.


(x)                              The
Notes are eligible for resale by the Purchaser pursuant to Rule 144A and
will not be, at Closing, of the same class as securities listed on a national
securities exchange registered under Section 6 of the 1934 Act, or
quoted in a U.S. automated interdealer quotation system.


(y)                            None
of the Issuer, GMH, the Guarantors, or their affiliates and subsidiaries, or
any person acting on any of their behalf (other than the Purchaser, as to whom
no representation is made) has engaged or will engage, in connection with the
offering of the offered Notes, in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the 1933 Act.


(z)                              Subject
to compliance by the Purchaser with the representations and warranties of the
Purchaser and the procedures set forth herein, it is not necessary in
connection with the offer, sale and delivery of the offered Notes to the
Purchaser and the initial resales by the Purchaser to each subsequent Purchaser
in the manner contemplated 



 8
 









by this Agreement, to register the Securities
under the 1933 Act or to qualify the Indenture under the Trust Indenture
Act of 1939, as amended (the “1939 Act”).


(aa)                       None of the
Issuer, GMH, the Guarantors, or their affiliates and subsidiaries has, nor, to
the knowledge of the Issuer, has any director, officer, agent, employee,
affiliate or other person acting on behalf of the Issuer, GMH, the Guarantors,
or their affiliates and subsidiaries has taken any action, directly or
indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any
money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the
FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA and the Issuer, GMH, the
Guarantors, or their affiliates and subsidiaries have conducted their
businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected
to continue to ensure, continued compliance therewith.


(bb)                     The
operations of the Issuer, GMH, the Guarantors, or their affiliates and
subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Issuer,
Guarantor, or their affiliates and subsidiaries with respect to the Money
Laundering Laws is pending or, to the knowledge of the Issuer, GMH, the
Guarantors, or their affiliates and subsidiaries, threatened (in writing).


(cc)                       None of the
Issuer, GMH, the Guarantors, or their affiliates and subsidiaries, or their
directors, officers, agents, employees, or person acting on their behalf is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and none the Issuer,
GMH, the Guarantors, or their affiliates and subsidiaries will directly or
indirectly use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other
person or entity, for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.


(dd)                     Except as
disclosed in GMH’s filings under the 1933 Act or by the 1933 Regulations no
relationship, direct or indirect, exists between or among any of the Issuer,
GMH, the Guarantors, or their affiliates and subsidiaries, on the one hand, and
any former or current director, officer, stockholder, customer or supplier of
any of them (including any member of their immediate family), on the other
hand, which is required 



 9
 









by the 1933 Act or by the 1933 Regulations to
be described in a registration statement on Form S-11.


(ee)                       The Issuer,
GMH, the Guarantors, and their affiliates and subsidiaries are, and immediately
after Closing and immediately upon consummation of the transactions
contemplated herein will be, Solvent.  As
used herein, the term “Solvent” means, with respect to an entity, on a
particular date, that on such date (a) the fair market value of the assets of
such entity is greater than the total amount of liabilities (including
contingent liabilities) of such entity, (b) the present fair salable value of
the assets of the entity is greater than the amount that will be required to
pay the probable liabilities of such entity on its debt as they become absolute
and mature, (c) the entity is able to realize upon its assets and pay its debts
and other liabilities  (including
contingent obligations) as they mature, and (d) the entity does not have
unreasonably small capital.


(ff)                           Except
as set forth in Schedule 3(ff), no
event of default exists under any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument constituting
indebtedness to which the Issuer, GMH, the Guarantors, and their affiliates and
subsidiaries are a party that would result in a Material Adverse Change.


Section
4.                          Delivery
of the Notes.  On May 7, 2007, or on
such other date or time as may be mutually agreeable to the Purchaser and the
Issuer, upon the Trustee’s receipt of immediately available funds from the
Purchaser, the Issuer shall execute and deliver to the Trustee, and the Trustee
shall authenticate, the Notes and deliver them to the Purchaser as purchaser
thereof, as directed by the Issuer.  Prior
to the delivery by the Trustee of the first Drawing there shall be filed or
deposited with the Trustee the following: 
(a) a copy, duly certified by the Secretary or other Authorized Officer of
the Issuer of the resolution of the Issuer authorizing the issuance of the
Notes and the execution and delivery of the Indenture; (b) an executed
counterpart of this Note Purchase Agreement; (c) a draw request, pursuant to
the Indenture, to the Trustee on behalf of the Issuer and signed by an
Authorized Officer of the Issuer to authenticate and deliver the Notes in
accordance with the resolution of the Issuer; (d) and, an opinion of counsel to
the Issuer stating that the Indenture and this Note Purchase Agreement have
been duly and validly authorized by the Issuer and the Indenture and this Note
Purchase Agreement have been executed and delivered by the Issuer and, assuming
proper authorization and execution by the other parties thereto, the Indenture
and this Note Purchase Agreement are valid and binding agreements, enforceable
against the Issuer in accordance with their terms (subject to any applicable
bankruptcy, reorganization, insolvency, moratorium or similar law affecting the
enforcement of creditors’ rights generally) and the Notes, upon execution by
the Issuer and authentication by the Trustee in accordance with the terms of
the Indenture, are valid and binding obligations, enforceable against the
Issuer in accordance with their terms (subject to any applicable bankruptcy,
reorganization, insolvency, moratorium or similar law affecting the enforcement
of creditors’ rights generally).  Upon
receipt of these documents and amounts, the Trustee shall authenticate and
deliver the Notes of the first Drawing to the Purchaser as purchaser thereof,
but only upon payment to the Trustee of the purchase price of the first
Drawing.


Section
5.                          Conditions to the Obligations of
the Purchaser.  The Purchaser has entered into this Agreement in reliance upon the
accuracy of the representations and agreements 



 10
 









of
the Issuer contained herein and to be contained in the documents and
instruments in connection herewith and upon the performance by the Issuer of
its obligations hereunder at or prior to the date of Closing, and at the time
of any purchase by Purchaser of any Notes. 
Accordingly, the Purchaser’s obligations under this Agreement to
purchase, to accept delivery of and to pay for the Notes will be subject to the
performance by the Issuer of its obligations to be performed hereunder and
under such documents and instruments in connection herewith and also will be
subject to the following conditions unless such conditions are specifically
waived in writing by the Purchaser:


(a)                             The
representations and agreements of the Issuer contained herein will be true,
complete and correct on the date hereof and on the date of any purchase of any
Notes by the Purchaser with the same effect as if made on the date of the
Closing;


(b)                            At the
time of the Closing or the purchase of any Notes by the Purchaser, the
Indenture and the other Transaction Documents will be in full force and effect
and will not have been amended, modified or supplemented, except as may have
been agreed to by the Purchaser;


(c)                             At
the time of the Closing or the purchase of any Notes by the Purchaser, all
necessary action of the Issuer relating to the issuance and sale of the Notes
will be in full force and effect and will not have been amended, modified or
supplemented, except as may have been agreed to by the Purchaser;


(d)                            At or
prior to the Closing or the purchase of any Notes by the Purchaser, the Issuer
will have performed all of its obligations required under or specified in this
Agreement, the Indenture and the other Transaction Documents to which it is a
party, and the Purchaser will have received each of the following documents, in
each case in form and substance reasonably acceptable to the Purchaser and its
special counsel:


(i)                                Certificate
of Limited Partnership filed in the Office of the Secretary of State of State
of Delaware;


(ii)                             Initial
Summary of Revenues of the Issuer;


(iii)                          the
Indenture;


(iv)                         the
Pledge and Security Agreement dated as of May 7, 2007;


(v)                            the
Irrevocable Payment Instruction Letters dates as of May 7, 2007;


(vi)                         the
Guaranty Agreement dated as of May 7, 2007;


(vii)                      Resolutions
of the Issuer, GMH, and the Guarantors related to the Transaction;


(viii)                   Good Standing
Certificates of the Issuer, GMH, and the Guarantors;



 11
 









(ix)                           Certificates
as to Incumbency of the Issuer, GMH, the Guarantors;


(x)                              Fee
Letter between the Issuer and Purchaser;


(xi)                           Delaware
Financing Statement relating to the Indenture;


(xii)                        Officer’s
Certificate of the Trustee with respect to the Indenture, the Fee Letter, and
any other Transaction Document to which it is a party;


(xiii)                     UCC lien
searches of the Issuer, GMH, and the Guarantors; and,


(xiv)                    Such other documents, certificates and other
written instruments as the Purchaser may reasonably require.


(e)                             At or
prior to the Closing, the Purchaser will have received each of the following
legal opinions (i) in form and substance acceptable to the Purchaser and its
special counsel, (ii) addressed to the Purchaser, and (iii) provided by counsel
acceptable to the Purchaser, as follows:


(A)                              Enforceability
opinion of the Issuer with respect to the Indenture, this Agreement, the Notes,
and any other Transaction Documents to which it is a party;


(B)                                Enforceability
opinion of GMH and the Guarantors with respect to the Guaranty Agreement and
any other Transaction Document to which it they are a party;


(C)                                Enforceability
opinion of Issuer and the Guarantors with respect to the Pledge and Security
Agreement, and any other Transaction Document to which it they are a party;


(D)                               Opinion
or opinions with respect to perfection and priority matters respecting the
Indenture, the Pledge and Security Agreement, and the Financing Statements;


(E)                                 Opinion
with respect to certain securities law matters relating to the Notes;


(F)                                 Opinion
with respect to Issuer and the Guarantors and, that each has taken all
necessary steps, including, without limitation, the consent of any party, to
pledge the Collateral specified in the Indenture and the Pledge and Security
Agreement, respectively, to the Trustee; and,


(G)                                Such other opinions of counsel addressing
such matters as the Purchaser and its special counsel, may reasonably require.


(f)                               At
or prior to the Closing, the Purchaser will have received a commitment fee in
the amount of $1,000,000.



 12
 









If the Issuer is unable
to satisfy the conditions to the obligations of the Purchaser to purchase, to
accept delivery of and to pay for the Notes contained in this Agreement and the
Indenture, or if the obligations of the Purchaser to purchase, to accept
delivery of and to pay for the Notes are terminated for any reason permitted by
this Agreement, this Agreement will terminate and the Purchaser and the Issuer will not be under further obligation
hereunder, except that the obligations of the Issuer in Section 6 and in the
representations and agreements of the Issuer contained herein will continue in
full force and effect.


Section
6.                          Representations and Agreements To Survive
Delivery; Term of Agreement. 
All of the Issuer’s representations and agreements under this Agreement
shall remain operative and in full force and effect, regardless of any
investigations made by the Purchaser or on its behalf, and shall survive
delivery of the Notes to the Purchaser.


This Agreement shall be in full force and effect from
the date hereof and continue in effect until April 30, 2010, or such later date
as shall be agreed to by the parties hereto.


Section
7.                          Payment of Expenses.  Whether or not the Notes are sold to the
Purchaser (unless such sale shall be prevented at the Closing by the default of
the Purchaser), the Purchaser shall be under no obligation to pay any expenses
incident to the performance of the Issuer’s obligations hereunder.  The Issuer agrees to pay all expenses
incident to the performance of its obligations hereunder, including, but not
limited to, (a) the cost of preparing, printing, reproducing, registering, safeguarding,
transporting and authenticating the Notes and CUSIP Numbers, (b) the reasonable
fees and expenses of Hunton & Williams LLP, as special counsel, in
connection with the negotiation and execution of the Transaction, to the
Purchaser, (c) the fees and expenses of the Issuer in connection with the
issuance and sale of the Notes, (d) the reasonable fees and expenses incurred by
the Trustee and its counsel, and (e) the other reasonable expenses incurred by
Purchaser.


Section
8.                          Miscellaneous and Notice.  This
Agreement shall inure to the benefit of the Purchaser and the Issuer and their
respective successors and assigns. 
Nothing in this Agreement is intended or shall be construed to give any
other person, firm or corporation any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained.


Any notice or other communication to be given to the
Issuer under this Agreement may be given by mailing or delivering the same in
writing at the address set forth above, with a copy to G. Scott Rafshoon,
McKenna Long & Aldridge LLP, 303 Peachtree St. Suite 5300, Atlanta, GA
30308; any notice or other communication to be given to the Purchaser under
this Agreement may be given by mailing or delivering the same in writing to the
Purchaser as follows: Merrill Lynch & Co., World Financial Center, 4 World
Financial Center, North Tower 9th Floor 250 Vesey Street, New York, New York
10080, Attention:  Kacie Carl, with a
copy to Merrill Lynch & Co., North Tower 9th Floor, 4 World Financial Center, 250 Vesey
Street, New York, New York 10080, Attention: 
David Notkin.


No officer, agent or any
employee of the Issuer shall be charged personally by the Purchaser with any
liability, or held personally accountable to the Purchaser, under any term or 



 13
 









provision
of this Agreement, or because of its execution or attempted execution, or
because of any breach, or attempted or alleged breach, of this Agreement.


Section 9.                                          Subsequent Offers and
Resales of the Securities.


(a)                                  Offer and Sale Procedures.  Each
of the Purchaser and the Issuer, as the case may be, hereby establish and agree
to, severally and not jointly, observe the following procedures in connection
with the offer and sale of the Notes:


                                                (i)                                     Offers and Sales to Qualified Institutional
Buyers.  Offers and sales of the Notes
shall only be made to persons whom the offeror or seller reasonably believes to
be qualified institutional buyers, as defined in Rule 144A under the 1933 Act (“Qualified
Institutional Buyers”).


                                                (ii)                                  No General Solicitation.  No general solicitation or general
advertising (within the meaning of Rule 502(c) under the 1933 Act) shall be
used in the United States in connection with the offering or sale of the Notes.


Section 10.                                   Applicable Law; Nonassignability, Forum Selection Provision.  THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES.  This
Agreement shall not be assigned by the Issuer without the prior written consent
of the Purchaser.


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 Agreement, or the subject matter hereof or
any of the transactions 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 Agreement 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 9 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 9 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 9 shall affect the right of any 



 14
 









of such parties or their
respective successors or assigns to serve legal process in any other manner
permitted by applicable law.


[Remainder of this Page Intentionally Blank; Signature Page Follows]



 15
 









Execution of Counterparts; Effective
Upon Acceptance.  This Agreement may be executed in
several counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same document.  This Agreement shall supersede all previous
agreements relating to the same subject matter between the parties and shall
become effective upon acceptance by the Issuer as evidenced by the execution
hereof by an authorized officer of the Issuer as set forth below.


 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH, PIERCE, FENNER 

  
	
   

  	
  & SMITH
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward H. Curland

  	
   

  
	
   

  	
  Name: Edward H. Curland

  
	
   

  	
  Title: Managing Director

  




 16
 









Accepted as of the date first

above written:


GMH
COMMUNITIES, LP, a
Delaware Limited Partnership


	
  

  	
  By: GMH COMMUNITIES GP TRUST

  
	
   

  	
  a Delaware Statutory Trust, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M.
  Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: Vice
  President and Secretary

  



 



 17














EXHIBIT
A


FORM
OF INDENTURE


The Indenture can be found behind Tab 2
of the Transcript of Proceedings relating to the aforementioned Notes.











EXHIBIT
B


DESIGNATED
SUBSIDIARIES


1.             GMH Communities, LP


2.             GMH Communities
TRS, Inc.


3.             GMH Military
Housing, LLC


4.             GMH Military
Housing Investments, LLC


5.             GMH Military
Housing Development LLC


6.             GMH Military
Housing Construction LLC


7.             GMH Military
Housing Management LLC


8.             GMH/Benham Military
Communities LLC


9.             GMH Military
Housing - Stewart Hunter LLC


10.           Stewart Hunter
Housing LLC


11.           GMH Independent
Member I, Inc.


12.           GMH Military Housing
- FDWR LLC


13.           FDWR Parent LLC


14.           Fort Detrick/Walter
Reed Army Medical Center Housing LLC


15.           GMH Independent
Member II, Inc.


16.           GMH/Phelps Military
Communities LLC


17.           GMH Military Housing
- AETC Limited Partner LLC


18.           GMH Military Housing
- AETC General Partner LLC


19.           AETC Housing LP


20.           GMH AETC
Management/Development LLC


21.           GMH AETC Housing
Construction LLC


22.           GMH Military Housing
- Fort Carson LLC


23.           GMH Military Housing
Management - Fort Carson LLC


24.           Fort Carson Family
Housing, LLC


25.           GMH Military Housing
- Fort Gordon LLC


26.           Fort Gordon Housing
LLC


27.           GMH/Army Integrated
LLC


28.           GMH Military Housing
- Carlisle/Picatinny General Partner LLC


29.           Carlisle/Picatinny
Family Housing LP


30.           GMH Military Housing
- Carlisle/Picatinny Limited Partner LLC


31.           GMH Military Housing
- Navy Northeast LLC


32.           Northeast Housing
LLC


33.           GMH Northeast
Housing Design/Build LLC


34.           GMH Military Housing
- Bliss/WSMR General Partner LLC


35.           Fort Bliss/White
Sands Missile Range Housing LP


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


37.           GMH Military Housing
- Hampton Roads LLC


38.           Fort Eustis/Fort
Story Housing LLC


39.           GMH Military Housing
- Fort Hamilton LLC


40.           LB Fort Hamilton,
LLC


41.           Fort Hamilton Housing LLC











SCHEDULE
3(f)


1. In re: GMH
Communities Trust Securities Litigation. 
Consolidated class action lawsuit claiming fraudulent SEC filings by
GMH.  More details of this litigation are
set forth in GMH’s filings with the SEC, which are incorporated herein by this
reference.


2. Forbes lawsuit.  Plaintiffs allege that GMH provided false and
misleading financial information.  This
suit is similar to No. 1, above. The plaintiffs were not included in the class
action suit because they are unit holders and not shareholders.  More details of this litigation are set forth
in GMH’s filings with the SEC, which are incorporated herein by this reference.


3. Jeffrey M. Brown Associates, Inc. (“JMB”).  On
November 9, 2006, JMB (the construction contractor for the Fort Hamilton
project) presented a claim in the amount of approximately $8 million for extra
costs above the guaranteed maximum price for its contract.  The majority of the claim (approximately $7.9
million) relates to asserted post-contract adjustments in the scope of work and
the withdrawal of the proposed modular home supplier. Management disputed the
claim but agreed to meet with JMB to discuss the claim and possible
settlements. On January 18, 2007, JMB proposed a settlement that would involve
a change order to increase the Guaranteed Maximum Price for new construction at
Fort Hamilton by approximately $1.7 million and the cessation of further
renovation work by JMB at both Fort Hamilton and the Mitchel Manor portion of the
Navy Northeast project, where JMB is a subcontractor.  As part of this proposed settlement, JMB
would retract approximately $6.3 million of its original claim.  On February 23, 2007, GMH Military Housing
issued a letter back to JMB, in response to its prior settlement proposal,
indicating the company’s counteroffer for potential settlement terms between
the parties.  Any settlement is likely
subject to approval by the Army and the financing parties for Fort Hamilton,
and possibly the Navy and the financing parties for the Navy Northeast project
if the settlement also involves JMB’s work for the Navy Northeast project.  In April, 2007, JMB submitted change orders
in the amount of approximately $990,000 and they are under consideration by
management.  However, management believes
that the change orders are without merit. 
At this time, management believes that an agreement will be reached with
JMB if the other necessary parties consent. In addition, JMB holds a renovation
contract for work to be completed at the project.  GMH plans to assume the remaining renovation
contract under a revised scope that is to be approved by the appropriate
financing parties.  If an agreement is
not reached, and JMB were to file suit and prevail against the Fort Hamilton
project entity, GMH Communities LP could potentially become liable under the
Guaranty of Completion covering the project, which is discussed below.  The project entity also could be liable apart
from the completion guaranty, given that the project entity is the party to the
construction contract with JMB.


Guaranty of Completion: A Guaranty of Completion exists between GMH Communities LP, as
guarantor (through assignment of rights and obligations from GMH Capital
Partners, L.P.), in favor of The Bank of New York as master trustee under the
Trust Indenture covering the bonds financing the Fort Hamilton project.  Under the terms of this Guaranty, the
guarantor has guaranteed that the project will be fully and timely performed and
completed in accordance with the plans/specifications, “Guaranteed Maximum
Price” and construction schedule as set out in the related project construction
contract. In addition, the project entity has the same obligations to complete
the construction schedule under the terms of the Trust Indenture.  Management believes that any change order
increasing the Guaranteed Maximum Price of JMB’s construction contract as part
of the settlement will result in a corresponding increase to the Guaranteed
Maximum Price for purposes of the Guaranty because the definition of Guaranteed
Maximum Price in the Guaranty is tied to JMB’s construction contract.  Moreover, because any settlement and change
order with JMB would likely require the consent of the financing parties for
Fort Hamilton, management intends to document any such consent in a manner that
would provide a corresponding increase in the Guaranteed Maximum Price for
purposes of the Guaranty.  However, if a
settlement with 











JMB
is not reached and JMB were to prevail on its claim, it is possible that GMH
Communities LP would be liable for the amount of the claim above the Guaranteed
Maximum Price.


4. Northeast Housing
LLC v. Pezza CMS, Inc.  In 2005, GMH
Military Housing Management entered into several contracts with Pezza CMS, Inc.
(“Pezza”), a construction contractor, to perform renovation work for the Navy
NE project in Connecticut and Rhode Island.  Pezza failed to complete
those projects and also failed to pay its subcontractors; therefore GMH
terminated the contracts in April, 2006.  GMH paid the unpaid
subcontractors all sums owed by Pezza (approximately $283k) so that the
subcontractors would not file mechanics leans against the properties.  In
addition, GMH hired new contractors to finish the work for about $200k.


In retaliation for GMH
terminating its contracts, Pezza filed an Intent to File Mechanics Liens in RI
and CT.  GMH received lien waivers for all of the work performed by Pezza
and has paid either Pezza or its subcontractors for all work performed;
therefore the risk of Pezza actually perfecting the liens and successfully
collecting on the liens is minimal.


In Rhode Island, Pezza
had to act within 3 months of filing the Intent to Lien to perfect its lien
position.  Pezza failed to do so, causing its Intent to Lien and any
future opportunity to lien the property for this work to be relinquished.


In Connecticut, Pezza has
to act within 1 year of filing the Intent to Lien to perfect its lien position.
 This time period will run off in about four months.  Pezza has
indicated in its Intent To File Liens that it intends to file liens in the
amount of $230,921.93.  GMH has entered into an escrow agreement placing
the full amount of the liens in escrow pending the outcome of litigation
against Pezza (which should result in the liens being expunged).


GMH filed a complaint
against Pezza on October 26, 2006 seeking compensation from Pezza of over
$1,000,000 for (i) the amount paid to subcontractors ($283k), (ii) the amount
paid contractors to finish the work ($200k), (iii) lost rental because of the
delay caused by Pezza ($583k), plus (iv) attorneys fees.  The complaint
also seeks to eliminate the CT Intent to File Mechanics Liens.  The case
is now in the discovery phase of this litigation.


The CT liens will be
relinquished in four months if Pezza does not take any action to perfect its
liens.  This 1-year CT hurdle will occur prior to the court making any
decision on the liens.  The court will not have to act to relinquish the
liens if the 1-year mark comes and goes without Pezza filing its liens. 
Then, what will remain in the complaint is GMH’s action for damages.


5. West Point:  Subsidiaries of the Issuer are engaged in
defending a protest filed at the Government Accountability Office by Forest
City Military Communities LLC with respect to the West Point Military Housing
Project.  Forest City has asked the GAO
to review whether the U.S. Army properly implemented the evaluation scheme
under the Army’s solicitation when it selected GMH for the West Point
project.  An outcome is expected on or
before July 5, 2007.  A determination in
support of Forest City could result in the loss of the West Point project.











SCHEDULE
3(l)


1.             GMH Military Housing Management LLC is currently in
contract negotiations with the Transport Workers Union, Local 527 at Fort
Gordon in Augusta, GA.


2.             GMH believes that at 9 of the 11 bases involved in the
Navy Southeast Project, predecessor contractors have employees that are
represented by unions.  GMH is in the process of due diligence to
determine which bases within the Navy Southeast Project are represented.
 GMH may have an obligation to bargain with the unions if GMH is, in fact,
a successor to the prior contractor and a majority of GMH’s employees
employed at each base were formerly employed by the prior contractors. In
determining whether GMH is a successor to the prior contractor, the NLRB will
look at the totality of the circumstances and determine whether GMH continues
without interruption or substantial change the same business operation as the
prior contractor.











SCHEDULE
3(t)


1.             No 2006 tax returns have been filed
as of May 7, 2007, but all such returns have been properly extended.  All estimated tax payments for 2006 have been
paid.


2              GMH Military Housing, LLC’s 2004 2-month Federal return
is under audit by the IRS.  To date, the
auditor has not proposed any adjustments.











SCHEDULE
3(ff)


1.  Navy Northeast.


There
are a number of provisions under the Project Documents for the Navy Northeast
project that could not be met as a result of construction delays implemented
upon notice of the BRAC determinations. Management has been working with the
Navy, its construction partners and the bondholder parties since the BRAC
announcements to ensure that decisions to delay construction work at certain
sites under the project were done with full knowledge of all third parties (and
that such third parties were given the opportunity to object to any such
actions before they were taken). The project entity has distributed notices to
relevant third parties regarding the construction delays, and has included
references to the construction delays in numerous draw requests submitted to
the trustee and bondholder representative throughout 2006. Each of these draw
requests have been subsequently approved by the requisite parties, despite this
indication of the construction stoppage and the attendant implication that
constructions requirements under the transaction documents would continue to be
“off-schedule” going forward.


The
Managing Member of the Navy Northeast project is in the process of negotiating
the terms of a re-financing of the outstanding bond issuance on behalf of the
joint venture with the Navy, together with an amendment and restatement of all
related project documents that will incorporate necessary changes to reduce the
project scope in line with the BRAC-affected sites. Currently, management
expects that a proposal to re-finance the outstanding bonds will be distributed
to bondholders in May, and that a closing on the re-financing and complete
amendment/restatement of the project documents will be completed during the
third quarter of 2007..The legal documents to be amended and restated in
connection with the restructuring, including the Trust Indenture, have been
prepared in draft form by the project entity’s legal counsel and have been
under review by the Navy’s counsel as well.


Trust
Indenture: In the
meantime, the project entity is currently in default of the terms of the Trust
Indenture, which required that a certain number of new housing units be
constructed by December 31, 2006.  In
addition, the project entity has not met, and is expected to continue not to
meet, the various construction/renovation deadlines contained in schedules to
the Design/Build Agreement covering the project.  Upon the trigger of an event of default under
the terms of the Trust Indenture, the bondholders may exercise various
remedies, including the right to declare the full principal of all bonds
outstanding and interest accrued thereon and the “make whole premium,” if any,
immediately due and payable. This right to accelerate the bond payments is
provided under Section 8.02 of the Trust Indenture and requires the Trustee to
provide written notice upon the request of a majority of the bondholders.
Management has been in contact with the trustee, the bondholder representative,
and (through the investment bankers engaged in connection with the
re-financing) the holders of a majority of the outstanding bonds. Each of these
parties has been aware of the continuing construction/renovation stoppages at
BRAC-affected sites and is awaiting additional information on the proposed
terms of the project re-financing. Management has received no indication of
intent by the bondholders to accelerate the bonds.


In
connection with draw requests, the project owner is required to submit a
compliance certificate that effectively brings-down each of the representations
and warranties under the Trust Indenture as of the date of the draw request.
Given the default under certain sections of the Trust Indenture, compliance
certificates have been modified to indicate that the project owner is not in
compliance with the representation of Section 4.38 of the Trust Indenture.
While the trustee approves the draw requests, the bondholder representative
directs the trustee whether to approve or disapprove a draw request. The
bondholder representative approved the most recent draw request, and based on
management’s discussions with the bondholder representative, management expects
the bondholder representative to continue approving draw requests pending
restructuring the project.











Completion
Guaranty: Under the
terms of this document, GMH Communities, LP has provided a guaranty in favor of
the Department of the Navy to perform and complete (i) the design build manager’s
obligations under the Design/Build Agreement, as well as (ii) certain
obligations of the project owner, including the payment of up to $5.0 million
in operating deficits under the Trust Indenture. The Guaranty provides that so
long as the design/build manager performs its obligations under the
Design/Build Agreement in accordance with its terms, that the Guarantor shall
have no obligation under the Guaranty with respect to the design/build terms;
and if the project owner pays the costs described in the definition of “owner
obligations” then Guarantor also shall have no obligation under the Guaranty
with respect to the “owner obligations.” So long as a default exists under the
terms of the Design/Build Agreement, the Guarantor will be responsible for
completion and performance of the work under that agreement. As discussed
above, the current construction/renovation scope and timing for performance of
construction/renovation is expected to be modified under the Design/Build
Agreement in connection with the project restructuring. In addition, with
respect to payment of any operating deficits under the Trust Indenture,
management is currently unaware of any such costs that are not otherwise being
paid for by the project owner.


Side
Letter: On April 7,
2005, Northeast Housing, LLC (the project entity) obtained approximately $2.9
million of funds from the project’s account referred to as “ORA” (Operating
Reserve Account) to cover a cash shortfall under the project. The funds were
used to make required interest payments for the outstanding bonds under the
Trust Indenture. Under the terms of the side letter agreement, GMH Military
Housing – Navy Northeast LLC (as managing member of the project entity)
requested that the ORA funds be considered a loan by in accordance with the
terms of the operating agreement for the project owner, and that the loan carry
a 0% interest rate and become payable due subsequent to the development period
under the operating agreement.


Management is currently working to require the payment of the borrowed
ORA funds by the project owner in connection with the restructuring of the
project. Based on discussion with the Navy to date, this modification to the
project documents will be permitted. In the event that the project owner
repays, or becomes responsible for payment of, the previously borrowed ORA
funds, then the obligation of GMH Communities, LP to otherwise guaranty this “operating
deficit” will be excluded from the Guaranty.