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Resolution on the Approval of the
TC Higher Education Services, Inc., Servicing Agreement


TC Higher Education Services, Inc. ("TCHES") is a wholly owned subsidiary of Trammell Crow Corporate Services, Inc. and was formed for the purpose of managing university facilities and related services. To provide for the cost efficient professional management of professional management of university facilities and related services, the University of Pennsylvania ("University") desires to enter into an agreement with TCHES for management services in connection with the University's facilities, infrastructure and real estate portfolio and for other reporting and consulting services, as will be more specifically set forth in a Servicing Agreement to be entered into between the University and TCHES (the "Servicing Agreement"). The Servicing Agreement will provide, inter alia, for the management of at least 10,000,000 square feet of University facilities for a term of ten years (in addition to a four month initial period and a four month transition period) for an annual management feel of $4,700,000, which fee will be subject to adjustment on account of cost savings, performance standards and other terms and provisions which will be more specifically set forth in the Servicing Agreement. The Servicing Agreement will also provide for the following incentive payments to be made to the University: (1) $1,000,000 on the effective date of the Servicing Agreement; (2) $25,000,000 on the initial period commencement date of the Servicing Agreement; and (3) $6,000,000 to be paid in increments of $1,000,000 starting on June 30, 2002 and annually thereafter during the term of the Servicing Agreement, subject to certain conditions more specifically set forth in the Servicing Agreement.

Resolved, that the transaction described in the foregoing Intention be, and the same hereby is, approved, with such changes as the Executive Vice President of the University ("EVP"), or other appropriate officer, approves (such approval to be evidenced conclusively by the execution and delivery on behalf of the University of the Servicing Agreement and any and all other documents relating thereto).

Further Resolved, that, pursuant to the foregoing, the delegation of authority to the EVP, or other appropriate officer, to take such action and approve and execute such documents on behalf of the University as may be necessary to effectuate and implement the transaction contemplated herein be, and the same hereby is, approved, with such changes as such officer deems advisable, necessary or appropriate in order to effectuate such transaction.

Return to:Almanac, University of Pennsylvania, November 11, 1997, Volume 44, No. 12