Exhibit
10.43


GUARANTY
AGREEMENT


THIS GUARANTY
AGREEMENT (this “Agreement”) dated as of May 7, 2007, is made by GMH
COMMUNITIES TRUST, a Maryland real estate investment trust (“GMH”), GMH Military Housing 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, GMH MILITARY HOUSING DEVELOPMENT, LLC, a Delaware limited liability
company, GMH MILITARY HOUSING MANAGEMENT, LLC, a Delaware limited liability
company, and GMH MILITARY HOUSING CONSTRUCTION, LLC, a Delaware limited
liability company (collectively, the “Guarantor”), in favor of U.S. Bank Trust National Association, a national
banking association, as trustee on behalf of the Noteholders under the
Indenture (as hereinafter defined) and any future holders of the Notes (in such
capacity), together with any and all successors and assigns in such capacity,
the “Trustee”).  Capitalized terms used
but not defined herein shall have the meanings assigned to them in the
Indenture.


RECITALS


A.                                   Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as Initial Owner of the Notes
(the “Initial Owner”) and GMH Communities, LP, a Delaware limited partnership
(the “Issuer”), have entered into a Note Purchase Agreement dated as of the
date hereof pursuant to which the Initial Owner may purchase up to an aggregate
principal amount of $100,000,000 of GMH Communities, LP Notes, Series 2007,
issued by the Issuer under the Trust Indenture dated as of May 7, 2007, by and
between the Issuer and the Trustee (the “Indenture”).


B.                                     GMH
has an indirect beneficial interest in the Issuer and the proceeds received by
the Issuer from the sale of the Notes pursuant to the Indenture will benefit
the Guarantor.


C.                                     The
funds received by the Issuer pursuant to the sale of the Notes shall be
available for use by the Issuer and the Guarantor.


D.                                    The
Trustee has required the execution of this Agreement by the Guarantor in
connection with the Indenture.


NOW, THEREFORE, for and in consideration of
premises and other good and valuable consideration, the Guarantor hereby
covenants and agrees with the Trustee for the benefit of the Initial Owner and
such other holders of Notes as follows:













1.                                       Guaranty.  The Guarantor hereby absolutely,
unconditionally and irrevocably guarantees to the Trustee the prompt and
complete performance and payments when due, of all present and future
obligations of the Issuer to the Trustee, or to any successor or transferee of
the Trustee, including, without limitation, the interest and principal of the
Notes and fees, costs and expenses of the Trustee and the Initial Owner, in
accordance with the terms of the Indenture, whether said obligations are liquidated
or unliquidated, secured or unsecured, contingent or otherwise, whether now
existing or hereafter arising (the “Obligations”) and under and pursuant to all
amendments, supplements, renewals and restatements of the Indenture.  The guaranty provided for in this Agreement
is a present, absolute, unconditional, irrevocable and continuing guaranty of
performance and payment, not of collection. 
If the Issuer fails to pay any Obligations for which it is liable, when
and as the same shall become due and payable (whether by acceleration or
otherwise), the Guarantor shall on demand pay the same to the Trustee, in
immediately available funds, in lawful money of the United States of America,
at its address specified in or pursuant to the Indenture.


In order to ensure
timely payment of principal and interest on the Notes by the Issuer on each
Interest Payment Date and/or Principal Payment Date (collectively “Payment Date”),
the Guarantor hereby agrees that to the extent the Issuer shall have failed to
deposit, or cause to be deposited, to the Revenue Fund maintained by the
Trustee pursuant to the Indenture, by 10:00 A.M. Eastern time on the Payment
Date, an amount sufficient to pay the principal of and interest due and owing
on the Notes on the Payment Date, the Trustee shall have the right to demand
payment of an amount equal to the insufficiency from the Guarantor under this
Guaranty and the Guarantor shall deposit, or cause to be deposited, to the
Revenue Fund or to the Trustee under the Indenture, the amount of the
insufficiency no later than 10:00 A.M., Eastern time, on the next business day,
as set forth in Section 5.16 of the Indenture. 
Nothing in this Agreement shall be deemed to guaranty any obligation of
the Issuer other than the Issuer’s
obligations or liabilities arising out of the Indenture.


2.                                       Joint
and Several Obligation.  Each
Guarantor hereby binds and obligates itself and its successors and assigns
jointly, severally and solidarily with the Issuer and the other Guarantors for
the prompt and complete performance and payment of the Obligations precisely as
if the same had been contracted and were due and owing, directly by the
Guarantor; provided, however, each Guarantor’s joint and several obligation
hereunder shall be limited to its portion of Collateral, with the exception of
GMH.  It is agreed and understood that
the Guarantor shall be bound by all the provisions of this Agreement and for
the payment and performance of the Obligations.


3.                                       Absolute
Guaranty.  The Guarantor’s
obligations hereunder shall not be affected by the enforcement of the
Obligations, or by the existence, validity, enforceability, perfection or
extent of any collateral therefor, or by any other circumstance relating to the
Obligations which might otherwise constitute a defense to or legal or equitable
discharge of the guaranty provided in this Agreement.  The Trustee makes no representation or
warranty in respect of any such circumstance and has no duty or responsibility
whatsoever to the Guarantor in respect to the management and maintenance of the
Obligations or any collateral therefor. 
The Trustee shall not be obligated to file any claim relating to the
Obligations in the event that the Issuer becomes subject to a liquidation,
rehabilitation, bankruptcy, insolvency or similar proceeding, and the failure
of the Trustee so to file shall not affect the Guarantor’s obligations
hereunder.  In the



 2
 









event that any payment by
the Issuer in respect of any Obligations is rescinded or must otherwise be
returned for any reason whatsoever, the Guarantor shall remain liable hereunder
in respect to such Obligations as if such payment had not been made.


4.                                       Consents,
Waivers and Renewals.  The Guarantor
agrees that the Trustee may at any time and from time to time under an
agreement with the Issuer, either before or after the due date of any payment
due to the Trustee under the Indenture, and without notice to or further
consent of the Guarantor, extend the time of payment of, exchange or surrender
any collateral for, or renew any of the Obligations, and may also make any
other agreement with the Issuer concerning any of the Obligations, including,
but not limited to, the Notes, for the extension, renewal, payment, compromise,
discharge or release thereof, in whole
or in part, or for any modification of the terms of the Indenture, including
but not limited to, the Notes, without in any way impairing or affecting this
Agreement.  The Guarantor agrees that the
Trustee may resort to the Guarantor for payment of any of the Obligations,
whether or not the Trustee shall have proceeded against the Issuer with respect
to any of the Obligations.  The Guarantor
further agrees that the Trustee may resort to the Guarantor for payment of any
of the Obligations in lieu of any collateral security or to satisfy any
remaining Obligations after disposition of any collateral security.


5.                                       Expenses.  The Guarantor agrees to pay on demand all
reasonable fees and expenses (including the reasonable fees and expenses of the
Trustee’s counsel) in any way relating to the enforcement of the rights of the
Trustee hereunder; provided, that the Guarantor shall not be liable for any
expenses of the Trustee if no payment under this Agreement is due.


6.                                       Subrogation.  The Guarantor will not exercise any rights
under this Agreement which it may acquire by way of subrogation until all the
Obligations have been indefeasibly paid in full.  If any amount shall be paid to the Guarantor
in violation of the preceding sentence, such amount shall be held in trust for
the benefit of the Trustee and shall
forthwith be paid to the Trustee to be credited and applied to the Obligations,
whether matured or unmatured.  Subject to
the foregoing, upon payment of all the Obligations, the Guarantor shall be
subrogated to the rights of the Trustee against the Issuer, and the Trustee
agrees to take at the Guarantor’s expense such steps as the Guarantor may
reasonably request to implement such subrogation.


7.                                       Continuing
Guaranty.  This Agreement is absolute
and unconditional and shall remain in full force and effect and be binding upon
the Guarantor, its successors and assigns until all of the Obligations have
been indefeasibly paid in full.  This
Guaranty secures a revolving obligation of Issuer under the Indenture and this
Guaranty will not expire until all sums that can be drawn have been drawn and
indefeasibly repaid as further provided in Section 13.  The Guarantors represent and warrant that
each of the Recitals is true and accurate and is incorporated in this Guaranty
by reference.


8.                                       No Waiver;
Cumulative Rights.  No failure on the
part of the Trustee to exercise, and no delay in exercising any right, remedy
or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Trustee or the
Noteholders of any right, remedy or power hereunder preclude any other or
future exercise of any right, remedy or power. 
Each and every right, remedy and power hereby granted to the Trustee or
allowed it by law or



 3
 









other
agreement shall be cumulative and not exclusive of any other, and may be
exercised by the Trustee from time to time.


9.                                       Waiver of
Notice.  The Guarantor waives notice
of presentment to or demand of payment from anyone whomsoever liable upon any
of the Obligations, presentment, demand, notice of dishonor, protest, notice of
any sale of collateral security and all other notices and demands whatsoever.


10.                                 Representations
and Warranties.  Each Guarantor
represents and warrants as to itself:


(a)                                  The Guarantor is duly
organized, validly existing and in good standing under the laws of the State of
Delaware or Maryland, as applicable, and has full corporate power to execute,
deliver and perform this Agreement.


(b)                                 GMH is and shall
maintain its federal tax status as a real estate investment trust.


(c)                                  The execution,
delivery and performance of this Agreement have been and remain duly authorized
by all necessary corporate action and do not contravene any provision of the
Guarantor’s certificate of incorporation or declaration of trust, as
applicable, or by-laws, as amended to date, or any law, regulation, rule,
decree, order, judgment or contractual restriction binding on the Guarantor or
its assets.


(d)                                 All
consents, licenses, clearances, authorizations and approvals of, and
registrations and declarations with, any governmental authority or regulatory
body necessary for the due execution,
delivery and performance of this Agreement have been obtained and remain in
full force and effect and all conditions thereof have been duly complied with,
and no other action by, and no notice to or filing with, any governmental
authority or regulatory body is required in connection with the execution,
delivery or performance of this Agreement.


(e)                                  This
Agreement constitutes the legal, valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its terms, subject, as to
the enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.


(f)                                    Each
Guarantor represents for itself that there is no litigation or other pending
governmental investigation involving such Guarantor as of the date hereof
except as set forth in Schedule 10(f).


(g)                                 The
audited financial statements of GMH present fairly in all material respects the
financial condition of GMH.


11.                                 Ongoing Covenant of
Guarantor re: Pledged Collateral. 
For the term of this Agreement, the Guarantor hereby covenants and
agrees, for the benefit of the Issuer, the Trustee and the Initial Owner, that
it shall not sell, assign (by operation of law or otherwise), transfer, pledge
or otherwise dispose of, or create or suffer to exist any lien (other than
Permitted Liens) upon or with respect to the Collateral without the prior
written consent of the Issuer, the Trustee,



 4
 









and the Initial Owner.  The
forgoing does not limit the Guarantor’s use of Collateral monies in the normal
course of business as permitted by the Indenture.


12.                                 Assignment.  Neither the Guarantor nor the Trustee may
assign its rights, interest or obligations hereunder to any other person
without the prior written consent of the Guarantor or the Trustee, as the case
may be; provided, however, that the Trustee may assign its
rights, interests and obligations hereunder to an assignee or transferee to
which it has transferred its interests
and obligations under the Policy in accordance with the terms thereof.


13.                                 Expiration.  This Guaranty shall in no event terminate
until the expiration of the period during which the final payment upon the
Obligations may be subject to rescission, restoration or return under any
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar law of general applicability relating to or affecting creditors’ rights
and shall continue to be effective to the extent that at any time payment, or
any part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or other circumstances affecting the Issuer, all as
though such payment had not been made.


14.                                 Nature of Guaranty.  The fact that at any time or from time to
time the Obligations may be increased or reduced shall not release or discharge
the obligation of Guarantor to Trustee with respect to the Obligations.  This Guaranty may be enforced by Trustee and
any subsequent holder of the Notes and shall not be discharged by the
assignment or negotiation of all or part of the Notes.


15.                                 Guaranteed
Obligations Not Reduced by Offset. 
The Obligations and the liabilities and obligations of Guarantor to
Trustee hereunder, shall not be reduced, discharged or released because or by
reason of any existing or future offset, claim or defense of Issuer, or any
other party, against Trustee or against payment of the Obligations, whether
such offset, claim or defense arises in connection with the Obligations (or the
transactions creating the Obligations) or otherwise.


16.                                 No Duty To Pursue
Others.  It shall not be necessary
for Trustee (and Guarantor hereby waives any rights which Guarantor may have to
require Trustee), in order to enforce the obligations of Guarantor hereunder,
first to (i) institute suit or exhaust its remedies against Issuer or others
liable on the Notes or the Obligations or any other person, (ii) enforce Trustee’s
rights against any collateral which shall ever have been given to secure the
Notes, (iii) enforce Trustee’s rights against any other guarantors of the
Obligations, (iv) join Issuer or any others liable on the Obligations in any
action seeking to enforce this Guaranty, (v) exhaust any remedies available to
Trustee against any collateral which shall ever have been given to secure the
Notes, or (vi) resort to any other means of obtaining payment of the
Obligations. Trustee shall not be required to mitigate damages or take any
other action to reduce, collect or enforce the Obligations.


17.                                 Waivers.  Guarantor agrees to the provisions of the
Transaction Documents, and hereby waives notice of (i) any loans or advances
made by Trustee to Issuer, (ii) acceptance of this Guaranty, (iii) any
amendment or extension of the Note, the Indenture or of any other Transaction
Documents, (iv) the execution and delivery by Issuer and Trustee of any other
loan



 5
 









or credit agreement or of Issuer’s execution and delivery of any
promissory notes or other documents arising under the Transaction Documents or
in connection with the Indenture Property, (v) the occurrence of any breach by
Issuer or an event of default, (vi) Trustee’s transfer or disposition of the
Obligations, or any part thereof, (vii) sale or foreclosure (or posting or
advertising for sale or foreclosure) of any collateral for the Obligations,
(viii) protest, proof of non-payment or default by Issuer, or (ix) any other
action at any time taken or omitted by Trustee, and, generally, all demands and
notices of every kind in connection with this Guaranty, the Transaction
Documents, any documents or agreements evidencing, securing or relating to any
of the Obligations and the obligations hereby guaranteed.


18.                                 Effect of
Bankruptcy.  In the event that,
pursuant to any insolvency, bankruptcy, reorganization, receivership or other
debtor relief law, or any judgment, order or decision thereunder, or any
agreement, stipulation or settlement, Trustee must rescind or restore any
payment, or any part thereof, received by Trustee in satisfaction of the
Obligations, as set forth herein, any prior release or discharge from the terms
of this Guaranty given to Guarantor by Trustee shall be without effect, and
this Guaranty shall remain in full force and effect.  It is the intention of Borrower and Guarantor
that Guarantor’s obligations hereunder shall not be discharged except by
Guarantor’s performance of such obligations and then only to the extent of such
performance.


19.                                 Invalidity of
Obligations.  The invalidity,
illegality or unenforceability of all or any part of the Obligations, or any
document or agreement executed in connection with the Obligations, for any
reason whatsoever, including without limitation the fact that (i) the
Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the
act of creating the Obligations or any part thereof is ultra vires, (iii) the
officers or representatives executing the Note, the Indenture or the other
Transaction Documents or otherwise creating the Obligations acted in excess of
their authority, (iv) the Obligations violate applicable usury laws, (v) the
Issuer has valid defenses, claims or offsets other than payment (whether at
law, in equity or by agreement) which render the Obligations wholly or
partially uncollectible from Issuer, (vi) the creation, performance or
repayment of the Obligations (or the execution, delivery and performance of any
document or instrument representing part of the Obligations or executed in connection
with the Obligations, or given to secure the repayment of the Obligations) is
illegal, uncollectible or unenforceable, or (vii) the Note, the Indenture or
any of the other Transaction Documents have been forged or otherwise are
irregular or not genuine or authentic, shall not discharge Guarantor’s
obligations hereunder, it being agreed that Guarantor shall remain liable
hereon regardless of whether Issuer or any other person be found not liable on
the Obligations or any part thereof for any reason.


20.                                 Release of Obligors.  Any full or partial release of the liability
of Issuer on the Obligations, or any part thereof, or of any guarantor, or any
other person or entity now or hereafter liable, whether directly or indirectly,
jointly, severally, or jointly and severally, to pay, perform, guaranty or
assure the payment of the Obligations, or any part thereof, shall not discharge
Guarantor’s obligations hereunder, it being recognized, acknowledged and agreed
by Guarantor that Guarantor may be required to pay the Obligations in full
without assistance or support of any other party, and Guarantor has not been
induced to enter into this Guaranty on the basis of a contemplation, belief,
understanding or agreement that other parties will be liable to



 6
 









pay or perform the Obligations, or that other parties will be looked to
to pay or perform the Obligations.


21.                                 Other Collateral.  The taking or accepting of any other
security, collateral or guaranty, or other assurance of payment, for all or any
part of the Obligations shall not discharge Guarantor’s obligations hereunder.


22.                                 Release of
Collateral.  Any release, surrender,
exchange, subordination, deterioration, waste, loss or impairment (including
without limitation negligent, willful, unreasonable or unjustifiable
impairment) of any collateral, property or security at any time existing in
connection with, or assuring or securing payment of, all or any part of the
Obligations shall not discharge Guarantor’s obligations hereunder.


23.                                 Care and Diligence.  The failure of Trustee or any other party to
exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of such
collateral, property or security, including but not limited to any neglect,
delay, omission, failure or refusal of Trustee (i) to take or prosecute any
action for the collection of any of the Obligations, or (ii) to foreclose, or
initiate any action to foreclose, or, once commenced, prosecute to completion
any action to foreclose upon any security therefor, or (iii) to take or
prosecute any action in connection with any instrument or agreement evidencing
or securing all or any part of the Obligations shall not discharge Guarantor’s
obligations hereunder.


24.                                 Unenforceability.  The fact that any collateral, security,
security interest or lien contemplated or intended to be given, created or
granted as security for the repayment of the Obligations, or any part thereof,
shall not be properly perfected or created, or shall prove to be unenforceable
or subordinate to any other security interest or lien, it being recognized and
agreed by Guarantor that Guarantor is not entering into this Guaranty in
reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any of the collateral for the
Obligations shall not discharge Guarantor’s obligations hereunder.


25.                                 Notices.  All notices or demands on the Guarantor shall
be deemed effective when given, and shall be in writing and sent by telecopier,
confirmed by registered mail, and addressed to the Guarantor at:


GMH Communities
Trust


10 Campus Boulevard


Newton Square,
Pennsylvania 19073-3200


Attention:  Joseph Macchione


Telephone No.:
(610) 355-8180


Telecopier No.: (610)
355-8480


GMH Military
Housing, LLC


10 Campus Boulevard


Newton Square,
Pennsylvania 19073-3200


Attention:  Joseph Macchione


Telephone No.:
(610) 355-8180



 7
 









Telecopier No.: (610)
355-8480


GMH Military
Housing Investments, LLC


10 Campus Boulevard


Newton Square,
Pennsylvania 19073-3200


Attention:  Joseph Macchione


Telephone No.:
(610) 355-8180


Telecopier No.: (610)
355-8480


All Other
Guarantors


C/O GMH
Communities Trust


10 Campus Boulevard


Newton Square,
Pennsylvania 19073-3200


Attention:  Joseph Macchione


Telephone No.:
(610) 355-8180


Telecopier No.: (610)
355-8480


26.                                 Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  The Trustee and Guarantor hereby agree to
waive any obligation on the part of the Guarantor to post or otherwise provide
any security or other financial guaranty which may otherwise be provided by New York law as a condition to answering
or otherwise fully defending any action brought to resolve any dispute under
this Agreement.  The Trustee and
Guarantor further covenant not to seek such security or other financial
guaranty (other than this Agreement) and to oppose otherwise the imposition of
such security of other financial guaranty (other than this Agreement).


27.                                 Forum Selection.  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 14 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



 8
 









connection
with the subject matter specified in the first sentence of this Section 14 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 14 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.


28.                                 GUARANTOR AND TRUSTEE
EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE
ARISING OUT OF THIS GUARANTY OR THE RELATIONSHIP BETWEEN THE PARTIES AS
GUARANTOR AND TRUSTEE THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY
SUCH RIGHT EXISTS NOW OR IN THE FUTURE. 
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


29.                                 Counterparts.  This Agreement may be simultaneously executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.


[REMAINDER OF THIS
PAGE INTENTIONALLY BLANK]



 9
 









IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the Guarantor to Trustee as
of the date first above written.


	
  

  	
  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

  
									



 



 10
 









 


	
  

  	
  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:

  	
  /s/ Joseph M. Macchione

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
										



 



 11
 









 


	
  

  	
  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

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH MILITARY HOUSING CONSTRUCTION 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

  
											



 



 12
 









 


	
  

  	
  GMH COMMUNITIES TRUST, a
  Maryland Real Estate

  
	
   

  	
  Investment Trust

  
	
   

  	
   

  
	
   

  	
   

  	
  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

  
						



 



 13
 









SCHEDULE
10(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



 14
 









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.



 15
 









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.



 16