0001104659-07-045395 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
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ACCOUNT CONTROL AGREEMENT AND SECURITY AGREEMENT
Account Control Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
TRUST INDENTURE
GMH Communities Trust • June 5th, 2007 • Operators of apartment buildings • New York

THIS TRUST INDENTURE is made and entered into as of May 7, 2007 by and between GMH COMMUNITIES, LP, a Delaware limited partnership, as issuer (the “Issuer”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (together with any successor trustee hereunder, the “Trustee”).

GUARANTY AGREEMENT
Guaranty Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York

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,

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
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