GUARANTY

Exhibit 10.37

GUARANTY

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 ").

W I T N E S S E T H :

WHEREAS, GMH Communities, LP, a Delaware limited partnership (" Borrower ") has become indebted, and may from time to time be further indebted, to Lender with respect to a revolving loan in the maximum principal amount of $250,000,000 (the " Loan "), $138,641,062.59 of which is being advanced on the date hereof and the remainder of which  will be advanced from time to time after the date hereof in accordance with the Loan Agreement, and which is made pursuant to that certain Loan Agreement, dated of even date herewith, among Borrower and Lender (as same may be amended, restated, replaced, supplemented or otherwise modified, the " Loan Agreement ");

WHEREAS, the Loan is evidenced by that certain Promissory Note dated of even date herewith, executed by Borrower and payable to the order of Lender in the maximum principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be amended, restated, replaced, supplemented, increased, extended, split or otherwise modified, " Note ");

WHEREAS, Borrower is the owner of 100% of the direct or indirect interests in each Guarantor, and each Guarantor will directly benefit from Lender’s making the Loan to Borrower;

WHEREAS, as a condition to Lender’s willingness to make the Loan to Borrower, Lender has requested that Guarantor enter into this Guaranty in order to irrevocably guaranty, inter alia , the payment by Borrower of all of the indebtedness evidenced by the Note and all of the other obligations and liabilities of Borrower under the Note, the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement) as hereinafter provided and, in order to induce the Lender to make the Loan and in consideration thereof, Guarantor has agreed to execute and deliver to Lender this Guaranty; and

WHEREAS, in order to secure their obligations and liabilities under this Guaranty, certain of the Guarantors have executed and delivered to Lender that certain Pledge Agreement dated as of the date hereof from the pledgors named therein for the benefit of Lender (as amended, restated, replaced, supplemented or otherwise modified, the " Pledge Agreement ") granting to Lender a security interest in the Collateral as defined, and more particularly described, therein.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower and to extend such additional credit as Lender may from time to time agree to extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

Section 1.1             Guaranty of Obligation .  Guarantors hereby jointly and severally unconditionally and irrevocably guarantee to the Lender the following obligations (the " Guaranteed Obligations "):

(a)           The due and punctual payment in full (and not merely the collectibility) of the aggregate principal sum of the Loan, as set forth in the Note and the other Loan Documents and all interest accruing thereon, including default interest, late charge, exit fees and prepayment premiums or fees, in each case when due and payable, whether on any installment payment date or at the stated or accelerated maturity, all in accordance with the provisions of the Note, the Loan Agreement and the other Loan Documents;

(b)           The due and punctual payment in full (and not merely the collectibility) of each other sum or charge which at any time becomes due and payable in accordance with the provisions of the Note, the Loan Agreement and any of the other Loan Documents;

(c)           The due and punctual performance of all of the Borrower’s other obligations under the provisions of the Note, the Loan Agreement and the other Loan Documents;

(d)           The due and punctual payment in full of all sums advanced, including all Additional Advances, and costs and expenses incurred by Lender in connection with the Loan or any part thereof, any renewal, extension or change of or substitution for the Loan or any part thereof, whether made or incurred by Borrower or Lender;

(e)           The due and punctual performance (and not merely the collectibility) of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of or substitution or replacement for, all or any part of the Note, the Loan Agreement or any other Loan Document; and

(f)            The due and punctual payment in full (and not merely the collectibility) of any and all losses, costs, damages or expenses incurred by Lender and arising out of any default by any Guarantor in performing any of its obligations hereunder or under the Pledge Agreement, or arising out of any default by Borrower under the Note, the Loan Agreement or any other Loan Document regardless of whether such losses, damages or expenses are expressly provided for in the provisions thereof, or are then otherwise allowable by law.

If Borrower fails duly and punctually to pay any of such principal sum, any interest accruing thereon, any other such sum or charge including, without limitation, late

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charges and prepayment premiums, or any such loss, damages or expenses, Guarantors shall jointly and severally forthwith pay the same, together with interest thereon from the date on which payment thereof by the Borrower became due at the default rate of interest provided in the Loan Agreement.

Section 1.2             Nature of Guaranty .  This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection.  This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by any Guarantor.  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of a Guarantor to Lender with respect to the Guaranteed Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.  Notwithstanding the foregoing or any other provision of this Guaranty, the liability of each Guarantor individually with respect to the Guaranteed Obligations shall be limited to an aggregate amount equal to the lesser of (a) the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., or any comparable provisions of any applicable state law and (b) the amount set forth for an individual Guarantor on Schedule 1.2 attached hereto and incorporated herein (the amount in clause (b), the " Allocated Guaranty Amount ").

Section 1.3             Guaranteed Obligations Not Reduced by Offset .  The Guaranteed Obligations and the liabilities and obligations of Guarantors to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower or any other party against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 1.4             Payment By Guarantor .  If all or any part of the Guaranteed Obligations shall not be punctually paid when incurred or when due, as applicable, whether at demand, maturity, acceleration or otherwise, and after the expiration of any applicable cure or grace period under the Loan Agreement, each Guarantor shall, immediately upon demand by Lender and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.5             No Duty To Pursue Others .  It shall not be necessary for Lender (and each Guarantor hereby waives any rights which such Guarantor may have to require Lender), in order to enforce the obligations of each Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (ii) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender’s rights against any other

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guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.6             Waivers .  Each Guarantor agrees to the provisions of the Loan Documents and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Loan Agreement or any other Loan Documents, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Collateral, (v) the occurrence of any breach by Borrower or an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guarantied.

Section 1.7             Payment of Expenses .  In the event that a Guarantor should breach or fail to timely perform any provisions of this Guaranty, such Guarantor shall, immediately upon demand by Lender, pay Lender all reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder.  The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

Section 1.8             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, Lender must rescind or restore any payment or any part thereof received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to a Guarantor by Lender shall be without effect and this Guaranty shall remain in full force and effect. It is the intention of Borrower and each Guarantor that each Guarantor’s obligations hereunder shall not be discharged except by Guarantors’ performance of such obligations and then only to the extent of such performance.

Section 1.9             Waiver of Subrogation, Reimbursement and Contribution .  Notwithstanding anything to the contrary contained in this Guaranty and until the Debt is paid in full in accordance with the Loan Documents and this Guaranty, (a) each Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by the Guarantor under or in connection with this Guaranty and (b) during the occurrence and continuance of an Event of Default, each Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any

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agreement, at law or in equity to seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by each Guarantor under or in connection with this Guaranty or otherwise.

Section 1.10           Borrower .  The term " Borrower " as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTORS’ OBLIGATIONS

Each Guarantor hereby consents and agrees to each of the following and agrees that Guarantors’ obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which a Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1             Modifications .  Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, the Pledge Agreement, or any other document, instrument, contract or understanding between Borrower and Lender or any other parties pertaining to the Guaranteed Obligations or any failure of Lender to notify a Guarantor of any such action.

Section 2.2             Adjustment .  Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or any Guarantor.

Section 2.3             Condition of Borrower or Guarantor .  The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, any Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or any Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or any Guarantor or any changes in the shareholders, partners or members of Borrower or any Guarantor; or any reorganization of Borrower or any Guarantor.

Section 2.4             Invalidity of Guaranteed Obligations .  The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including without limitation the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires , (iii) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement, this Guaranty, the other Loan Documents or the other Security Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the

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Guaranteed Obligations violate applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement, any of the other Loan Documents or any of the other Security Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain liable hereon regardless of whether Borrower or any other person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5             Release of Obligors .  Any full or partial release of the liability of Borrower on the Guaranteed Obligations or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guar