Exhibit








Exhibit 10.31
FOURTH AMENDMENT TO LEASE
This FOURTH AMENDMENT  TO LEASE (this "Amendment") is made this 11th day of March, 2011 (the "Effective Date"), 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 Lease Agreement 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, and that certain Third Amendment to Lease dated February 19, 2010 (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").
B.The parties now wish to amend the Lease as of the Effective Date subject to and on the terms and conditions set forth below.
AMENDMENT
1.Defined Terms. Terms in this Amendment shall have the same meaning as such terms have in the Lease and Work Letter unless otherwise noted in this Amendment.
2.Lease Amendments.
(a)    The first paragraph of Section 1.1(i) is deleted in its entirety and replaced with the following:
TERM OF LEASE: The term (and rental payments) shall commence on the respective Commencement Date (as defined in the Work Letter) for each of Office A and Office B.  The anticipated Commencement Date for Office A is September 1, 2011 and for Office B is June 1, 2011 (each an "Anticipated Commencement Date").  The Lease shall expire at 11:59 p.m. Arizona time on the twelfth (12th) anniversary of the later of the Commencement Date for Office A or Office B.
Number of Months:     One hundred forty-four months from the later of the Commencement Date for Office A or Office B. 
As soon as reasonably practicable following the occurence of the Effective Completion Date (as defined below) for both Office A and Office B, Landlord and Tenant will execute a certificate in the form attached as Exhibit "M" specifying, among other things, the expiration date for the Lease and the Commencement Date and first date of Base Monthly Rent payment for both Office A and Office B.
(b)    A new Exhibit "M" is added in the form attached to this Amendment.
3.Work Letter Amendment. 
(a)    This sixth sentence of Paragraph 3(a) of the Work Letter is deleted in its entirety


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and replaced with the following:
Landlord shall use commercially reasonable efforts to cause the Effective Completion Date to occur for a Building on or before the Anticipated Commencement Date for such Building.
(b)    The second sentence of Section 7(a) is deleted in its entirety and replaced with the following:
If the proposed change (i) will not cause the Effective Completion Date of either Building to be delayed to a date which is after the applicable Anticipated Commencement Date for such Building, (ii) will not cause a change to the Final TI Plans, and (iii) is not a material downgrade from or scope change without obtaining Tenant's consent (but Landlord shall promptly notify Tenant of such change prior to making such change, with such notice to be accompanied by a copy of the pertinent Change Order [or other evidence of such change] and reasonable support for Landlord's determination that such change satisfies the criteria set out in this sentence).
(c)    The second sentence of Section 7(b) is deleted in its entirety and replaced with the following:
If the proposed change to the Final TI Plans (i) will not cause the Effective Completion Date of either Building to be delayed to a date which is after the applicable Anticipated Commencement Date for such Building, and (ii) is not a material downgrade from or scope change to the Final TI Plans as they then exist, Landlord will not unreasonably withhold, condition or delay its approval of such change.
(d)    The first sentence of Section 7(c) is deleted in its entirety and replaced with the following:
Before implementing any change to the Plans and Specifications, Landlord will submit to Tenant, in the form of a proposed Change Order, a statement of the Change Order Cost that will occur by virtue of that change and a statement of the terms and conditions under which Landlord will undertake to implement the proposed change, including, without limitation, the effect that implementation of the proposed change will have on the Effective Completion Date of the Buildings.
(e)    Paragraph 8(b) of the Work Letter is deleted in its entirety and replaced with the following:
Schedule.  Landlord shall use its commercially reasonable efforts to cause the General Contractor to Substantially Complete the construction of the Buildings on or before the respective Anticipated Commencement Date for each Building; provided, however, failure to achieve Substantial Completion


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on or before the Anticipated Commencement Date for each Building shall neither affect the validity of this Lease nor the obligations of Tenant under this Lease, except as set forth in Paragraph 8.c of this Work Letter.
(f)    The first paragraph of Paragraph 8(c) of the Work Letter is deleted in its entirety and replaced with the following:
If the Effective Completion Date for both Buildings has not occurred on or before July 31, 2013, subject to Tenant Delay Tenant may elect to terminate this Lease by delivering written notice to Landlord at any time prior to the occurrence of the Effective Completion Date for both Buildings.  Upon such termination, neither party shall have any obligation to the other with regard to the Lease or the Work Letter.
(g)    The last sentence of the second paragraph of Paragraph 8(c) of the Work Letter is deleted in its entirety and replaced with the following:
If any period of Tenant Delay causes a delay in any component required to occur for an Effective Completion Date to be achieved for a Building and such delay extends the Effective Completion Date beyond the Anticipated Commencement Date for such Building, Tenant shall pay to Landlord within fifteen (15) days of Landlord's written notice to Tenant per diem Base Monthly Rent for each day of such Tenant Delay.
(h)    Paragraph 9(b) of the Work Letter is deleted in its entirety and replaced with the following:
Commencement Date.  The term "Commencement Date" for a Building shall mean the latest of all the following for each such Building: (i) all of the Base Building and Tenant Improvements for the Building to be constructed by Landlord have been Substantially Completed, (ii) a certificate of occupancy and/or a conditional use permit (not subject to restrictions which would materially limit Tenant's use and operation of the Building) or other such document has been issued for the Building by the applicable governing authority, if required, (iii) the Building has been delivered to Tenant as evidenced b deliver of the keys to Tenant to allow Tenant to begin its installation of its fixtures, equipment, and electrical connections, (iv) in the case of Office B, the parking structure has been completed, and (v) the Anticipated Commencement Date has occurred for such Building.  For purposes of the Work Letter and the Lease, the term "Effective Completion Date" for a Building shall mean the date that (i) through (iv) have occurred for such Building.
Landlord shall, by the applicable Commencement Date for either Office A or Office B, provide access to Office A or Office B to allow Tenant to install its fixtures and equipment and prepare the Building for Tenant's use and occupancy, or for any other purposes permitted by Landlord provided that all provisions of the Lease are applicable on such date.




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(i)    Paragraph 9(c) is deleted in its entirety and replaced with the following:
The requirement, if any, for securing a Certificate of Occupancy for a Base Building or Tenant Improvements may be satisfied by securing a temporary or conditional certificate of occupancy so long as (i) the condition of the Base Building for the Tenant Improvements, in the absence of those items of construction that the General Contractor must complete as a condition to the issuance of a final, unconditional certificate of occupancy therefor, is reasonably adequate for the conduct of Tenant's business therein and (ii) the ongoing construction activity that shall be necessary in order for issuance of a final, unconditional certificate of occupancy therefor will not materially, adversely affect the conduct of Tenant's business therein.  Nothing set forth in this Paragraph shall relieve Landlord of the obligation to obtain a certificate of occupancy within a reasonable time following the Substantial Completion of the Base Building or the Tenant Improvements.  Notwithstanding the foregoing, Landlord and Tenant acknowledge that Tenant has planned to complete its installation of fixtures, equipment and electrical after the Commencement Dates for Office A and Office B.
(j)    Landlord and Tenant agree that the Base Building Plans as described on Schedule 1 attached hereto shall be considered for all purposes as the "Base Building Plans" under the Work Letter.
(k)    Landlord and Tenant agree that the Tenant Improvement Plans as described on Schedule 2 attached hereto shall be considered on the date hereof as the "Tenant Improvement Plans" under the Work Letter.
4.Ratification. Landlord and Tenant each hereby reaffirm its rights and obligations under the Lease and Work Letter as modified by this Amendment. In the event of a conflict or ambiguity between the Lease or Work Letter and this Amendment, the terms and provisions of this Amendment shall control.
5.Counterparts. This Amendment may be executed in several counterparts each of which when executed and delivered is an original, but all of which together shall constitute one instrument.






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IN WITNESS WHEREOF, Landlord and Tenant have each executed this Amendment on the dates written below their names.


LANDLORD:
US REAL ESTATE LIMITED,
PARTNERSHIP, a Texas limited 
partnership
By: /s/ Bruce C. Peterson
Name: Bruce C. Petersen
Title: Executive Managing Director


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


By: /s/ Brian L. Swartz
Name: Brian L. Swartz
Title: Vice President & Assistant Treasurer
3/9/11
By: /s/ Joseph C. D'Amico
Name: Joseph C. D'Amico
Title: Chairman, VP & Assistant Secretary
3/9/11








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EXHIBIT "M"
RENT COMMENCEMENT DATE CERTIFICATE
This Rent Commencement Date Certificate is executed to be effective as of ________________, 20___, by and between US REAL ESTATE LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord") and THE UNIVERSTIY OF PHOENIX, INC., an Arizona corporation ("Tenant") with respect to that certain Fountainhead Corporate 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 February ___, 2011 (as so amended, the "Lease").
Landlord and Tenant hereby certify as follows:
1.    The Lease represents the entire agreement between Landlord and Tenant as to the Premises.
2.    The Commencement Date for Office A is _____________ and the Commencement Date for Office B is ______________________.  The Term commenced or shall commence and rental payments commenced or shall commence for both Office A and Office B on such dates, respectively.  The expiration date for the Lease is _________________.
3.    The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided above.
4.    Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect to the Premises except as follows: ______________________________.
5.    No Rent has been paid more than thirty (30) days in advance of the date on which it became due except as expressly required under the terms of the Lease and no security has been deposited with Landlord except as provided in the Lease.
6.    To the best of the undersigned's knowledge and belief, as of the date of this certificate, there are no existing defenses or offsets that Tenant has, which preclude Landlord's enforcement of the Lease, except as provided in Exhibit 1.
7.    All monthly installments of Base Monthly Rent have been paid through _____________________.
8.    The initial monthly installment of Base Monthly Rent is $___________.
The undersigned acknowledge that this Rent Commencement Date Certificate may be delivered to Landlord's mortgagee, prospective mortgagee, or prospective purchaser, or their successors or assigns, and further acknowledge and recognize that, if that delivery occurs, that mortgagee, prospective mortgagee, or prospective purchaser, or their successors or assigns, will be relying upon the statements contained in this Rent Commencement Date Certificate in making the loan or acquiring the Premises, and in accepting an assignment of the Lease as collateral security, and that receipt by it of this Rent Commencement Date Certificate is a condition of making the loan or acquisition of the Premises.




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IN WITNESS WHEREOF, Landlord and Tenant have each executed this Rent Commencement Date Certificate on the dates first written above.


LANDLORD:
US REAL ESTATE LIMITED,
PARTNERSHIP, a Texas limited 
partnership
By: _____________________________
Name: ___________________________
Title: ____________________________


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


By: _____________________________
Name: ___________________________
Title: ____________________________




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SCHEDULE 1


BASE BUILDING PLANS


[Insert sheet list]


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SCHEDULE 2


TENANT IMPROVEMENT PLANS


[Insert sheet list]


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