ENVIRONMENTAL INDEMNITY AGREEMENT

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                                                                    EXHIBIT 10.5

                        ENVIRONMENTAL INDEMNITY AGREEMENT


ENVIRONMENTAL INDEMNITY AGREEMENT made as of January 6, 2006, by CAPE PLACE
(DE), LLC, CLAYTON PLACE (DE), LLC, JACKSONVILLE PLACE (DE), LLC, MACON PLACE
(DE), LLC, MARTIN PLACE (DE), LLC, MURRAY PLACE (DE), LLC, RIVER PLACE (DE),
LLC, TROY PLACE (DE), LLC and EDR LEASE HOLDINGS, LLC, each a Delaware limited
liability company and EDR CLEMSON PLACE LIMITED PARTNERSHIP, a Delaware limited
partnership, each having an office at c/o Education Realty Operating
Partnership, LP, 530 Oak Court Drive, Suite 300, Memphis, Tennessee 38117
(hereinafter collectively referred to as "Borrower") and EDUCATION REALTY
OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("EROP"), having an
office at 530 Oak Court Drive, Suite 300 Memphis, Tennessee 38117( Borrower and
EROP are hereinafter collectively referred to as "Indemnitor"), in favor of
LaSalle Bank, National Association, as Trustee under that certain Pooling and
Servicing Agreement dated as of February 10, 2005 (the "PSA"), for the
Registered Holders of Greenwich Capital Commercial Funding Corp. Commercial
Mortgage Trust 2005-GG3 Commercial Mortgage Pass-Through Certificates, Series
2005-GG3 ("Lender").

                              Preliminary Statement

            WHEREAS, Lender is the holder of a loan (the "Loan") in the
principal amount of $98,660,000, evidenced by a certain Promissory Note (the
"Note") in the same principal amount given by Borrower to Greenwich Capital
Financial Products, Inc. ("Original Lender") and secured by, among other things,
those a certain Mortgages/Deeds of Trust/Deeds to Secure Debt, Assignment of
Rents and Security Agreement made by Borrower to Original Lender (collectively,
the "Instrument"); and

            WHEREAS, Borrower owns or has rights in all of the real properties
and improvements to be encumbered by each Instrument (individually, each a
"Property" and collectively, the "Properties"); and

            WHEREAS, Lender, as the holder of the Note and beneficiary under the
Instrument, has been asked to consent to (i) the conversion of Clemson Place
(DE), LLC into EDR Clemson Place Limited Partnership (the "Conversion"); (ii)
the transfer of 100% of the membership interests or limited partnership
interests, as applicable in Borrowers and EDR Clemson Place GP, LLC, the general
partner of EDR Clemson Place Limited Partnership (the ("Transfer"), from Place
Mezz Borrower, LLC to EROP and (iii) the assumption by EROP of certain
obligations under the Loan Documents (the "Assumption") and in connection with
the Conversion, Transfer and Assumption, Lender has also been asked to consent
to certain leases (the "Master Leases"), all as more fully set out in the
Consent, Ratification, Assumption and Release Agreement (the "Consent") of even
date herewith. The Conversion, Transfer, Assumption and Master Leases are
sometimes referred to herein collectively as the "Transactions"; and

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            WHEREAS, Indemnitor as a result of the Transactions will have a
direct or indirect ownership interest in Borrower and will derive economic or
other benefits from the Consent; and

            WHEREAS, as a condition to the Consent, Lender requires Indemnitor
to provide certain indemnities concerning Hazardous Materials (as hereinafter
defined) and Asbestos (as hereinafter defined); and

            WHEREAS, to induce Lender to consummate the above described
transaction, Indemnitor has agreed to enter into this Agreement;

      NOW THEREFORE, Indemnitor hereby represents, warrants and covenants to
Lender as follows:

      1. Indemnitor represents and warrants that except as disclosed in the
Environmental Report (as defined in the Loan and Security Agreement dated
December 3, 2004 between Borrower and Original Lender) delivered to Original
Lender prior to the Closing under the Loan and Security Agreement, (i) to the
best of Indemnitor's knowledge, after due inquiry and investigation, (a) there
are no Hazardous Materials or Asbestos on any Property, except those in
compliance with all applicable Hazardous Materials Law (as hereinafter defined),
and (b) no owner or occupant nor any prior owner or occupant of any Property has
received any notice or advice from any governmental agency or any source
whatsoever with respect to Hazardous Materials or Asbestos on, from or affecting
any Property; and (ii) to the best of Indemnitor's knowledge, no property
adjoining any of the Properties is being used, or has ever been used at any
previous time, for the disposal, storage, treatment, processing or other
handling of Hazardous Materials or Asbestos.

      2. Indemnitor covenants that (i) each of the Properties shall be kept free
of Hazardous Materials and Asbestos, except for those Hazardous Materials
necessary for the operation of such Property, provided that Indemnitor complies
with all applicable Hazardous Materials Law and (ii) neither Indemnitor nor any
occupant of any of the Properties shall use, transport, store, dispose of or in
any manner deal with Hazardous Materials or Asbestos on any Property, except for
those Hazardous Materials necessary for the operation of such Property, provided
that such materials are used, transported, stored and disposed of in compliance
with all applicable Hazardous Materials Law. Indemnitor shall comply with, and
ensure compliance by all occupants of the Properties with, all applicable
Hazardous Materials Law, and shall keep the Properties free and clear of any
liens imposed pursuant to such Hazardous Materials Law. Indemnitor shall conduct
and complete all investigations, studies, sampling, and testing, and all
remedial actions necessary to clean up and remove any Hazardous Materials and
Asbestos from any of the Properties in accordance with all applicable Hazardous
Materials Law.

      3. (a) Indemnitor covenants and agrees at its sole cost and expense, to
protect, defend, indemnify and hold Lender and Original Lender, their directors,
officers, shareholders, employees, agents, successors, assigns and attorneys
harmless from and against any and all losses (including diminution in the value
of any of the Properties), liabilities, obligations, claims, damages, penalties,
causes of action, fines, costs and expenses, including without limitation,

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litigation costs (including, without limitation, attorneys' fees, expenses, sums
paid in settlement of claims and any such fees and expenses incurred in
enforcing this Agreement or collecting any sums due hereunder), other than those
arising solely from the willful misconduct of Lender (collectively, the
"Indemnified Claims"), directly or indirectly imposed upon or incurred by or
asserted against Original Lender, Lender, their directors, officers,
shareholders, employees, agents, successors, assigns and attorneys, whether as
mortgagee, mortgagee in possession, successor in interest to Indemnitor by
foreclosure, exercise of power of sale, acceptance of a deed-in-lieu of
foreclosure or otherwise, or in any other capacity, arising out of or in
connection with (1) any violation of Hazardous Materials Law including, without
limitation, reasonable attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation expenses; (2) any lawsuit brought
or threatened, settlement reached, or government order relating to such
Hazardous Materials or Asbestos; (3) the use, generation, refining, manufacture,
transportation, transfer, production, processing, storage, handling, or
treatment of any Hazardous Materials or Asbestos, on, under, from, or affecting
any of the Properties or any other property; (4) the presence, disposal,
dumping, escape, seepage, leakage, spillage, discharge, emission, pumping,
emptying, injecting, leaching, pouring, release, or threatened release of any
Hazardous Materials or Asbestos on, under, from, or affecting any of the
Properties or any other property; (5) any remedial action, or imposition of
standards of conduct, including the clean-up, encapsulation, treatment,
abatement, removal and/or disposal of any Hazardous Materials or Asbestos on,
under, from or affecting any of the Properties or any other property to the
extent required by any Hazardous Materials Law; (6) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Materials or Asbestos; or (7) a material
misrepresentation or material inaccuracy in any representation or warranty or a
material breach of or failure to perform any covenant made by Indemnitor in this
Agreement or in the Instrument, as applicable.

            (b) Indemnitor understands and agrees that its liability to Original
Lender and Lender shall arise upon the earlier to occur of (1) the discovery of,
or the threat or suspected presence of, any Hazardous Materials or Asbestos on,
under or about any of the Properties, whether or not the Environmental
Protection Agency, any other federal agency or any state or local environmental
or other agency or political subdivision or any court, administrative panel or
tribunal has taken or threatened any action in connection with the presence, or
threatened or suspected presence, of any Hazardous Materials or Asbestos or (2)
the institution of any Indemnified Claims, and not upon the realization of loss
or damage. Indemnitor shall also indemnify and hold harmless Original Lender and
Lender from and against all loss, costs, damages, or expenses (including,
without limitation, attorney's fees) arising out of the enforcement of this
Agreement, or the assertion by any Indemnitor of any defense to its obligations
hereunder.

      4. The term "Hazardous Materials" as used in this Agreement shall include,
without limitation, petroleum and petroleum products (excluding a small quantity
of gasoline used in maintenance equipment on any of the Properties in compliance
with all applicable Hazardous Materials Law), flammable explosives, radioactive
materials (excluding radioactive materials in smoke detectors), polychlorinated
biphenyls, asbestos in any form that is or could become friable, paint with more
than 0.5 percent lead by dry weight, hazardous waste, toxic or hazardous
substances or other related materials whether in the form of a chemical,
element, compound,

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solution, mixture or otherwise including, but not limited to, those materials
defined as "hazardous substances," "extremely hazardous substances," "hazardous
chemicals", "hazardous materials", "toxic substances", "toxic chemicals", "air
pollutants", "toxic pollutants", "hazardous wastes", "extremely hazardous
waste", or "restricted hazardous waste" by Hazardous Materials Law."

      5. The term "Asbestos" as used in this Agreement shall mean any asbestos
or material containing asbestos.

      6. The term "Hazardous Materials Law", as used in this Agreement, means
any federal, state, or local law, ordinance or regulation or any court judgment
or order of any federal, state or local agency or regulatory body applicable to
Indemnitor or to any Property relating to industrial hygiene or to environmental
or unsafe conditions including, but not limited to, those relating to the
generation, manufacture, storage, handling, transportation, disposal, release,
emission or discharge of Hazardous Materials and Asbestos, those in connection
with the construction, fuel supply, power generation and transmission, waste
disposal or any other operations or processes relating to any Property, and
those relating to the atmosphere, soil, surface and ground water, wetlands,
stream sediments and vegetation on, under, in or about any Property. "Hazardous
Materials Law" also shall include, but not be limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, the Emergency Planning
and Community Right-to-Know Act of 1986, the Hazardous Materials Transportation
Act, the Resource Conservation and Recovery Act, the Solid Waste Disposal Act,
the Clean Water Act, the Clean Air Act, the Toxic Substance Control Act, the
Safe Drinking Water Act and the Occupational Safety and Health Act, and all
regulations adopted in respect to the foregoing laws.

      7. This Agreement, the payment of all sums due hereunder and the
performance and discharge of each and every obligation, covenant and agreement
of Indemnitor contained herein, are, and shall be deemed to be, secured by the
Instrument.

      8. Prior to an Ownership Transfer (as defined in that certain Exceptions
to Non-Recourse Guaranty dated simultaneously herewith between EROP and Lender),
the liability of Indemnitor under this Agreement shall in no way be limited or
impaired by, and Indemnitor hereby consents to and agrees to be bound by, any
amendment or modification of the provisions of the Note, the Instrument or any
other document which evidences, secures or guarantees all or any portion of the
Loan (the "Other Security Documents") to or with Lender or Indemnitor or any
person who succeeds Indemnitor as owner of any of the Properties. In addition,
the liability of Indemnitor under this Agreement shall in no way be limited or
impaired by (i) any extensions of time for performance required by the Note, the
Instrument or any of the Other Security Documents, (ii) prior to an Ownership
Transfer, any sale or transfer of all or part of any of the Properties, (iii)
except as provided herein, any exculpatory provision in the Note, the
Instrument, or any of the Other Security Documents limiting Lender's recourse to
property encumbered by the Instrument or to any other security, or limiting
Lender's. rights to a deficiency judgment against Indemnitor, (iv) the accuracy
or inaccuracy of the representations and warranties made by Indemnitor under the
Note, the Instrument or any of the Other Security Documents or herein, (v) prior
to an Ownership Transfer, the release of Indemnitor or any other person from

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performance or observance of any of the agreements, covenants, terms or
conditions contained in any of the Other Security Documents by operation of law,
Lender's voluntary act, or otherwise, (vi) the release or substitution in whole
or in part of any security for the Note, or (vii) Original Lender's or Lender's
failure to record the Instrument or file any UCC financing statements (or
Lender's improper recording or filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien given as security for
the Note; and, in any such case, whether with or without notice to Indemnitor
and with or without consi