0001104659-07-019676 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

This PLEDGE AGREEMENT, dated as of October 2, 2006, is made by GMH COMMUNITIES, LP, a Delaware limited partnership (“Borrower”), SAVOY VILLAGE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, CROYDEN AVENUE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, MONKS ROAD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, SOUTH CAROLINA ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, RENO ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, DENTON ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, LANKFORD DRIVE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company (collectively, the “Property Pledgors”), CLARIZZ BOULEVARD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, LAKESIDE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, URBANA ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, RED MILE ROAD ASSOCIATES INTERMEDIA

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SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of February 6, 2007 (this “Amendment”), between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 301 South College Street, Charlotte, North Carolina 28288 (“Lender”) and GMH Communities, LP, a Delaware limited partnership, having an address at 10 Campus Boulevard, Newtown Square, PA 19073 (“Borrower”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of October 31, 2006 (this “Amendment”), between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 301 South College Street, Charlotte, North Carolina 28288 (“Lender”) and GMH Communities, LP, a Delaware limited partnership, having an address at 10 Campus Boulevard, Newtown Square, PA 19073 (“Borrower”).

LOAN AGREEMENT Dated as of October 2, 2006 Between GMH COMMUNITIES, LP, as Borrower and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings

THIS LOAN AGREEMENT, dated as of October 2, 2006 (as amended, restated, replaced, supplemented or otherwise modified pursuant to a written agreement signed by the parties hereto from time to time, this Agreement”), between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 301 South College Street, Charlotte, North Carolina 28288 (“Lender”) and GMH COMMUNITIES, LP, a Delaware limited partnership, having an address at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 (“Borrower”).

GUARANTY
Guaranty • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

This GUARANTY (this “Guaranty”) is executed as of October 2, 2006, by each of the parties that are signatories hereto, each a “Guarantor” and collectively the “Guarantors”), for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).

GUARANTY
Guaranty • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

This GUARANTY (this “Guaranty”) is executed as of October 2, 2006, by GMH COMMUNITIES TRUST (“Guarantor”), for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).

SECURITY AGREEMENT
Security Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

This SECURITY AGREEMENT (this “Agreement”), dated as of October 2, 2006, is made by GMH COMMUNITIES, LP, a Delaware limited partnership (the “Borrower”), COLLEGE PARK MANAGEMENT, LLC, a Florida limited liability company, GMH COMMUNITIES SERVICES, INC., a Delaware corporation, GMH COMMUNITIES TRUST, a Maryland real estate investment trust, GMH COMMUNITIES TRS, INC., a Delaware corporation, GMH MILITARY HOUSING INVESTMENTS, LLC, a Delaware limited liability company, COLLEGE PARK MANAGEMENT TRS, INC., a Delaware corporation and GMH MILITARY HOUSING, LLC, a Delaware limited liability company (together with the Borrower, each a “Grantor”, collectively, the “Grantors”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION (the “Secured Party”).

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