Exhibit








Exhibit 10.32


AGREEMENT
This Agreement (the "Agreement") is made this 29th day of July, 2011 by and between US REAL ESTATE LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord") and THE UNIVERSITY OF PHOENIX, INC., an Arizona corporation ("Tenant").
RECITALS
A.Landlord and Tenant entered into that certain Fountainhead Office Park Lease dated June 29, 2009, as amended by that certain First Amendment to Lease dated August 11, 2009, that certain Second Amendment to Lease dated November 2, 2009, that certain Third Amendment to Lease dated February 19, 2010, and that certain Fourth Amendment to Lease dated March 11, 2011 (as so amended, the "Lease") pursuant to which Tenant leased from Landlord approximately 439,070 rentable square feet (the "Premises") located at 1625 Fountainhead Parkway and 1601 Fountainhead Parkway, Tempe, Arizona 85282 (the "Buildings"). Capitalized terms used but not otherwise defined herein shall have the meaning for such term as is set forth in the Lease.
B.Landlord and SUNDT CONSTRUCTION, INC., an Arizona  corporation ("General Contractor") are parties to a construction contract dated April 7, 2010 with respect to construction of the Buildings and certain tenant improvements all as more particularly described therein (as amended, the "Construction Contract").
C.Whereas certain tenant improvement materials, as more particularly inventoried on Exhibit A hereto (the "Materials"), have been procured by General Contractor in connection with, and pursuant to the Construction Contract but have not, at the direction of Tenant, been incorporated into the Tenant Improvements as of the date hereof. In lieu of incorporating the Materials into Tenant improvements which have been delayed at the request and direction of Tenant, Tenant has opted to store the materials within a limited access storage area in one of the Buildings pending later usage in the build out of the Premises.
AGREEMENT
1.Materials. Tenant acknowledges that all items provided on the inventory list attached as Exhibit A, have been delivered to the limited access storage area within the Premises located on the 9th Floor of the Building designated 1625 Fountainhead Parkway. The Materials are currently intended by Tenant for incorporation into the currently unimproved floors of the Premises.
2.No Offset or Credit in Event of Loss or Failure to Utilize. Tenant acknowledges (i) that the Materials have been procured in connection with the build-out of Tenant improvements under the Construction Contract, the Work Letter, and the Lease and (ii) that the costs of the Materials are to be included in the TI Costs, irrespective of whether the Materials are used in ultimate build out of the Premises. Accordingly, Tenant is not 


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entitled to receive any offset or credit under the Construction Contract, Work Letter, or Lease with respect to the Materials.
3.Risk of Loss. Except to the extent of the gross negligence or willful misconduct of Landlord or General Contractor or any of their respective representatives, agents, employees, contractors, subcontractors, guests, licenses or invitees ("Related Parties"), beginning effective September 1, 2011 the risk of loss or damage to (i) the Materials, and to (ii)third parties relating to the storage of the Materials shall be borne by Tenant.
4.Indemnity. Except to the extent of the gross negligence or willful misconduct of Landlord or General Contractor or any of their Related Parties, Tenant agrees to indemnify and hold Landlord and General Contractor harmless from and against each and every claim, loss, cost, damage and expense, including reasonable attorneys' fees, arising out of or in connection with any accident, claim, injury, or damage related to storage of the Materials within the Premises occurring on or after September l, 2011.
5.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
6.Fees and Costs. If any suit, action, arbitration or other proceeding, including, without limitation, an appellate proceeding, is instituted in connection with any controversy, dispute, default or breach arising out of this Agreement, the prevailing or non-defaulting party shall be entitled to recover from the losing or defaulting party all reasonable fees, costs and expenses (including the reasonable fees and expenses of attorneys, paralegals and witnesses) incurred in connection with the prosecution or defense of such proceeding, whether or not the proceeding is prosecuted to a final judgment or determination; provided, however, if there is no clear prevailing party, such fees, costs and expenses shall be borne as determined by the applicable fact finder.
7.Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original and all of  which together shall be deemed to  be one and the same instrument.
8.Choice of Law. This Agreement shall be construed in accordance with the laws of the State of Arizona.




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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


US REAL ESTATE LIMITED,
PARTNERSHIP, a Texas limited 
partnership
By: /s/ James K. Hardin.
Name: James K. Hardin
Title: Assistant General Counsel, 
USAA Real Estate Company, a Delaware corporation
its general partner


TENANT:
THE UNIVERSITY OF PHOENIX, INC.,
an Arizona corporation


By: /s/ Colette Temmink
Name: Colette Temmink
Title: VP, Real Estate & Facilities




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EXHIBIT "A"


MATERIALS


[SEE ATTACHED]


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