THIRD AMENDMENT TO LOAN AGREEMENT

Exhibit 10.34

THIRD AMENDMENT TO LOAN AGREEMENT

THIS THIRD AMENDMENT TO LOAN AGREEMENT, dated as of April 13, 2007 (this “Amendment”), between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (“Lender”) and GMH Communities, LP, a Delaware limited partnership, having an address at 00 Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, XX 00000 (“Borrower”).

W I T N E S S E T H:

WHEREAS, Lender and Borrower entered into that certain Loan Agreement dated as of October 2, 2006 and amended on each of October 31, 2006 and February 6, 2007 (as amended and in effect from time to time, the “Loan Agreement”); and

WHEREAS, Borrower and XX XX/GMH II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Fidelity Real Estate Growth Fund II, L.P., are forming GMH/XX XX Student Housing Associates II LLC, a Delaware limited liability company (the “JV”), in which Borrower will hold 10% interest and XX XX/GMH II LLC will hold 90% interest;

WHEREAS, in connection with formation of the JV, Borrower intends to transfer to the JV (the “JV Transfer”) the Individual Property and the Encumbered Properties set forth below and as named within Schedules A and C of the Loan Agreement, respectively (together, the “Released Properties”):

	Individual Property:	Encumbered Properties:
	University Uptown	Campus Edge Associates, LLC
		University Walk
		University Heights
		The Ridge

WHEREAS, Lender and Borrower have executed and delivered a Release of Individual Property, dated as of the date hereof (the “Release”); and

WHEREAS, in connection with JV Transfer, Borrower has requested that the Lender amend or waive certain provisions of the Loan Agreement, and subject to the terms and conditions hereof, Lender is willing to do so.

NOW THEREFORE, in consideration of the premises and mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.             Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement.

2.             Amendments.

SCHEDULE A of the Loan Agreement is hereby amended by replacing the Allocated Value amount for University Uptown with “$23,937,027.00”.

3.             Waivers.  Subject to the execution by Borrower of the Release in connection with the Individual Property set forth above, Lender hereby agrees that, notwithstanding the provisions of the Loan Agreement to the contrary, Lender consents to the JV Transfer and will release the Released Properties from the restrictions of the Loan Agreement. In addition, as set forth in the Release, Lender also agrees that, notwithstanding the provisions of the Loan Agreement to the contrary, Lender waives the applicability of Article II, Section 2.4(f) of the Loan Agreement to the release of the Individual Property being transferred in connection with the JV Transfer, which otherwise requires Borrower to pay a one percent (1%) fee to Lender in connection with a Refinancing not funded or placed by Lender or an Affiliate of Lender; provided, however, that this waiver is being provided only in connection with the JV Transfer and shall not be deemed to constitute a waiver for purposes of the prospective release of any other Individual Property under the Loan Agreement.

4.             Conditions of Effectiveness.  Notwithstanding any other provision of this Amendment, it is understood and agreed that this Amendment shall not become effective until the Lender shall have received duly executed counterparts of this Agreement executed by Lender and Borrower.

5.             Representations and Warranties.  Borrower represents and warrants that, after giving effect to this Amendment, the representations and warranties contained in the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date.  Borrower represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, and the execution, delivery and performance of this Amendment shall not cause or constitute any such Default or Event of Default.

6.             Reaffirmation of Guaranty.  Each of Guarantor and Mezzanine Property Guarantor consents to the execution and delivery by Borrower of this Amendment and ratifies and confirms the terms of the Guaranty and the Mezzanine Property Guaranty, as applicable, with respect to the indebtedness now or hereafter outstanding under the Loan Agreement as amended hereby and all promissory notes issued thereunder.  Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of either the Guarantor or the Mezzanine Property Guarantor under the Guaranty or the Mezzanine Property Guaranty, as applicable.

2

7.             Effect of Amendment.  Except as set forth expressly herein, all terms of the Loan Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor constitute a waiver of any provision of the Loan Agreement.  This Amendment shall constitute a Loan Document for all purposes of the Loan Agreement.  All references to the “Loan Agreement” in any Loan Document shall mean the Loan Agreement as amended hereby.

8.             Governing Law.  This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

9.             Costs and Expenses.  Borrower agrees to pay on demand all costs and expenses of Lender in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for Lender with respect thereto.

10.           Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.  Each party may rely upon a facsimile signature of each other party hereto as if it were an original.

11.           Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns.

12.           Entire Understanding.  This Amendment and the Release set forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

		BORROWER:
		GMH COMMUNITIES, LP, a Delaware limited partnership
		By:		GMH Communities GP Trust, a Delaware statutory trust, its general partner
				By:	/s/ Xxxxxx X. Xxxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title: Vice President
		LENDER:
		WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		GUARANTOR:

4

	SAVOY VILLAGE ASSOCIATES, LLC
		By:					/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	CROYDEN AVENUE ASSOCIATES, LLC
		By:				/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	MONKS ROAD ASSOCIATES, LLC
		By:			/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	SOUTH CAROLINA ASSOCIATES, LLC
		By:			/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	RENO ASSOCIATES, LLC
		By:		/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	XXXXXX ASSOCIATES, LLC
			By:		/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President

0

	XXXXXXXX XXXXX ASSOCIATES, LLC
		By:		/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	GMH COMMUNITIES TRUST, a Maryland real estate investment trust
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	CLARIZZ BOULEVARD ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	LAKESIDE ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	URBANA ASSOCIATES INTERMEDIATE, LLC
		By:			/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President

0

	XXX XXXX XXXX ASSOCIATES INTERMEDIATE, LLC
		By:		/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	BURBANK DRIVE ASSOCIATES INTERMEDIATE III, LLC
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	COMMONS DRIVE ASSOCIATES INTERMEDIATE, LLC
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	XXXXXX ROAD ASSOCIATES INTERMEDIATE, LLC
		By:		/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	CAMPUS VIEW DRIVE ASSOCIATES INTERMEDIATE, LLC
		By:			/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President

0

	XXXXXXXXX XXXX ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	XXXXX ROAD ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
		XXXXXX BOULEVARD ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	COLLEGE PARK INVESTMENTS LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	COLLEGE PARK MANAGEMENT, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President

8

	COLLEGE PARK MANAGEMENT TRS, INC.
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	GMH MILITARY HOUSING, LLC
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	GMH MILITARY HOUSING INVESTMENTS, LLC
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	GMH COMMUNITIES TRS, INC.
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	GMH COMMUNITIES GP TRUST
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	GMH COMMUNITIES SERVICES, INC.
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President

9

		MEZZANINE PROPERTY GUARANTOR:
		SAVOY VILLAGE ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	CROYDEN AVENUE ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
		MONKS ROAD ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
	SOUTH CAROLINA ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President
		RENO ASSOCIATES INTERMEDIATE, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Vice President

10

	XXXXXX ASSOCIATES INTERMEDIATE, LLC
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President
	XXXXXXXX DRIVE ASSOCIATES INTERMEDIATE, LLC
		By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Vice President

11