Exhibit 10.13

Sublease

Building D

Sublease

Building D

This Sublease is made asof June 20, 2003 by and between Charles Schwab & Co.,Inc., a California corporation ("Sublandlord"), and E-Loan,Inc., a Delaware corporation ("Subtenant").

R  E C I T A L S:

	California Corporate Properties D, LLC, a Delawarelimited liability company ("Master Landlord"), as Landlord, and Sublandlord, asTenant, entered into that certain Amended and Restated Office Building Leaseeffective March 16, 2000, a copy of which is attached hereto as Exhibit A(as amended, the "Master Lease"), covering the premises comprising approximately148,902 rentable square feet ("RSF") described in the Master Lease (the "MasterPremises") in that certain building known as Building D of the PleasantonCorporate Commons located at 6230 Stoneridge Mall Road in Pleasanton, California("Building D").  Capitalized terms used in this Sublease but not definedherein shall have the meanings given them in the Master Lease.

	Subtenant desires to sublet from Sublandlord a portion ofthe Master Premises located on the entire First, Third, Fourth and FifthFloor(s) of Building D, described as approximately 118,134****RSF asshown on Exhibit B attached hereto (the "Sublease Premises") andSublandlord desires to sublease the Sublease Premises to Subtenant on the terms,covenants and conditions contained in this Sublease. 

	Sublandlord also leases from affiliates of MasterLandlord those certain Buildings known as Building B and Building C of thePleasanton Corporate Commons located on Stoneridge Mall Road in Pleasanton,California ("Building B" and "Building C", respectively) pursuant to thosecertain Amended and Restated Office Building Leases for Building B effectiveMarch 16, 2000 and Building C effective March 16, 2000 (as amended, the"Building B Lease" and "Building C Lease", respectively), a copy of each ofwhich has previously been delivered by Sublandlord to Subtenant.

A G R E E M E N T :
Now, Therefore, inconsideration of the foregoing premises and the mutual covenants and promises ofthe parties hereinafter set forth, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Sublandlord and Subtenant agree as follows:
Sublease.
Upon and subject to the terms, covenants and conditionshereinafter set forth, Sublandlord hereby leases to Subtenant and Subtenanthereby leases from Sublandlord the Sublease Premises.

Term; Possession.
Commencement Date
. The Commencement Date of this Sublease shall be thelater to occur of (a) the date on which the Master Landlord consents in writingto this Sublease as described in Section 3 below or (b) June 20, 2003.Possession of the Sublease Premises shall be delivered to Subtenant in three (3)separate phases (hereinafter defined as Phase I, Phase II and Phase III,respectively, as set forth below in Section 2.2) following receipt of theexecuted Master Landlord's Consent, in broom-clean and "AS-IS and WITH ALLFAULTS" condition as provided in Section 9 below (subject to all of theterms and conditions set forth in this Sublease except for Subtenant'sobligation to pay Base Rent and Additional Rent) for the sole and limitedpurpose of allowing Subtenant to install in each of Phase I, Phase II and PhaseIII, respectively, its Tenant Improvements (as defined in Section 9.2 below),fixtures, furnishings, equipment, cabling and personal property pursuant toSection 14 below but subject to the restrictions set forth in Section 6.3 below.The date on which Phase I of the Sublease Premises is delivered to Subtenant isreferred to herein as the "Phase I Delivery Date."  The date on which Phase IIof the Sublease Premises is delivered to Subtenant is referred to herein as the"Phase II Delivery Date."  The date on which Phase III of the Sublease Premisesis delivered to Subtenant is referred to herein as the "Phase III DeliveryDate."  Sublandlord and Subtenant shall enter in a Commencement Date and Phase IDelivery Date Agreement in substantially the form attached hereto as ExhibitC-1 confirming the Commencement Date and the Phase I Delivery Date promptlyfollowing the Commencement Date.  Likewise, Sublandlord and Subtenant shallenter into a Phase II Delivery Date Agreement and Phase III Delivery DateAgreement in the forms attached hereto as Exhibit C-2 andExhibit C-3, respectively, confirming the Phase II Delivery Date andthe Phase III Delivery Date, respectively, promptly following the Phase IIDelivery Date and the Phase III Delivery Date, respectively.

PhasesDefined. As used in this Sublease, Phase I, Phase II and PhaseIII shall have the following meanings:Phase I. Phase I shall mean approximately 25,830 rentablesquare feet ("RSF") on the First Floor of Building D and approximately 18,938RSF on the Third Floor of Building D, as set forth on the floor plan attachedhereto as Exhibit D-1 (for a total RSF for Phase I of approximately44,768 RSF).
Phase II.                      Phase II shall mean approximately 15,384 RSF on theFourth Floor of Building D as set forth on the floor plan attached hereto asExhibit D-2.
Phase III.                      Phase III shall mean approximately 15,384 RSF on theFourth Floor of Building D, approximately 11,830 RSF on the Third Floor ofBuilding D and the entire Fifth Floor of Building D comprised ofapproximately 30,768 RSF as set forth on the floor plan attached hereto asExhibit D-3 (for a total RSF for Phase III of approximately 57,982RSF).
Sublandlord's Remeasurement of EachPhase.                      Intentionally Deleted.
PhaseDelivery Dates and Phased Rent Commencement Date.                      The Sublease Premises shall be delivered to Subtenant,and Subtenant shall commence paying rent for the Sublease Premises, in three (3)Phases as follows:Phase I.           Provided that Subtenant has paid the first month'sBase Rent applicable to Phase I to Sublandlord and Master Landlord has deliveredits Master Landlord Consent as provided in Section 3 below, Sublandlord shalldeliver Phase I to Subtenant on June 20, 2003 ("Phase I Delivery Date") topermit Subtenant to construct and install its Tenant Improvements, fixtures,furnishings, cabling and personal property therein pursuant to the Work Letterfor Subtenant Improvements attached hereto as Exhibit E ("WorkLetter") but subject to the restrictions set forth in Section 6.3 below.Subtenant shall commence paying Base Rent for Phase I on the earlier to occur of(i) the date on which Subtenant commences the conduct of its business in all orany portion of Phase I or (ii) October 10, 2003; provided, however, that so longas Subtenant is diligently pursuing the completion of its Tenant Improvements inPhase I, this October 10, 2003 date may be extended for up to thirty (30) daysto November 9, 2003, and provided further, that this October 10, 2003 date maybe further extended for up to an additional twenty (20) days to November 29,2003 if and solely to the extent that Subtenant is delayed in completing itsTenant Improvements in Phase I by reason of Force Majeure Delays (with suchearlier date in (i) or (ii) above being the "Phase I Rent Commencement Date").In no event shall the Phase I Rent Commencement Date be extended beyond November29, 2003 for any reason whatsoever.
Phase II.                      Provided Subtenant has paid the first month's BaseRent applicable to Phase II  to Sublandlord, Sublandlord shall deliver Phase IIto Subtenant on October 1, 2003 ("Phase II Delivery Date") or earlier pursuantto Subtenant's written request in accordance with Section 2.4.2.1 below topermit Subtenant to construct and install its Tenant Improvements, fixtures,furnishings, cabling and personal property therein pursuant to the Work Letter.Subtenant shall commence paying Base Rent for Phase II on the earlier to occurof (i) the date on which Subtenant commences the conduct of its business in allor any portion of Phase II or (ii) March 24, 2004 (with such earlier date beingthe "Phase II Rent Commencement Date").
2.4.2.1	Subtenant, in its discretion, shall have the rightto request in writing that Phase II be delivered by Sublandlord to Subtenant inthe condition specified in Section 9 of this Sublease prior to the October1, 2003 Phase II Delivery Date specified in Section 2.4.2 above topermit Subtenant to construct and install its Tenant Improvements, fixtures,furnishings, cabling and personal property therein pursuant to the Work Letter,in which event the Phase II Delivery Date shall be such earlier actualdelivery date as to Phase II and Subtenant shall pay the first month's BaseRent applicable to Phase II to Sublandlord on or before such earlier actualPhase II Delivery Date.  In such event, Subtenant shall reimburse toSublandlord the cost of providing utilities and services and other variablecosts to Phase II as reasonably determined by Sublandlord in connectionwith the build-out and completion of the Tenant Improvements in Phase IIprior to the Phase II Rent Commencement Date (e.g. the cost ofproviding heating, ventilating and air conditioning ("HVAC") andsimilar services to Phase II).  Additionally, as provided inSection 2.4.2 above, the Phase II Rent Commencement Date shall be theearlier of (i) March 24, 2004 or (ii) the date on which Subtenantcommences the conduct of its business in all or any part of Phase II (with"conduct of its business" being defined broadly to include the conductof Tenant's business in, occasional or ancillary use of, or storage of equipmentor supplies in all or any portion of Phase II).  Until the Phase IIRent Commencement Date occurs, upon the reasonable request of Sublandlord fromtime to time, an officer of Subtenant shall certify to Sublandlord in writingthat no portion of Phase II is being used or occupied by Subtenant andSublandlord and its agents shall have the right to inspect Phase II withrespect to Subtenant's occupancy.

Phase III.                      Provided Subtenant has paid the first month's BaseRent applicable to Phase III to Sublandlord, Sublandlord shall deliver Phase IIIto Subtenant on October 1, 2003 (the "Phase III Delivery Date") or earlierpursuant to Subtenant's written request in accordance with Section 2.4.3.1below to permit Subtenant to construct and install its Tenant Improvements,fixtures, furnishings, cabling and personal property therein pursuant to theWork Letter.  Subject to the provisions of Section 2.4.3.1 below, Subtenantshall commence paying Base Rent for Phase III on November 30, 2004 (the "PhaseIII Rent Commencement Date").  If Subtenant commences the conduct of itsbusiness in all or any portion of Phase III prior to the November 30, 2004 PhaseIII Rent Commencement Date or otherwise requires that utilities or otherservices be provided to Phase III in connection with its use and/or occupancy ofPhase III prior to the Phase III Rent Commencement Date, Subtenant shallreimburse to Sublandlord the cost of providing all such utilities and servicesand any other variable costs which are actually incurred by reason ofSubtenant's occupancy on a monthly basis within thirty (30) days of Subtenant'sreceipt of invoices therefor.
2.4.3.1	Subtenant, in its discretion, shall have the rightto request in writing that Phase III be delivered by Sublandlord toSubtenant in the condition specified in Section 9 of this Sublease prior tothe Phase III Delivery Date specified in Section 2.4.3 above to permitSubtenant to construct and install its Tenant Improvements, fixtures,furnishings, cabling and personal property pursuant to the Work Letter, in whichevent the Phase III Delivery Date shall be such earlier actual deliverydate as to Phase III and Subtenant shall pay the first month's Base Rentapplicable to Phase III to Sublandlord on or before such earlier actualPhase III Delivery Date.  In such event, Subtenant shall reimburse toSublandlord the cost of providing utilities and services and other variablecosts to Phase III as reasonably determined by Sublandlord in connectionwith the build-out and completion of the Tenant Improvements in Phase IIIprior to the Phase III Rent Commencement (e.g.  the cost ofproviding HVAC and similar services to Phase III).  If Subtenant commencesthe conduct of its business in all or any part of Phase III (with"conduct of its business" again being defined broadly to include theconduct of Tenant's business in, occasional or ancillary use of, or storage ofequipment or supplies in all or any portion of Phase III) prior toOctober 1, 2003, then Subtenant shall pay the Base Rent otherwiseapplicable to Phase III from the date such conduct of business commences inPhase III through September 30, 2003 (after which date the provisionsof Section 2.4.3 above shall control).  Until October 1, 2003, uponthe reasonable request of Sublandlord from time to time, an officer of Subtenantshall certify to Sublandlord in writing that no portion of Phase III isbeing used or occupied by Subtenant and Sublandlord and its agents shall havethe right to inspect Phase III with respect to Subtenant's occupancy.

Term.                      The term of the Sublease (the "Term") shall commenceon the Commencement Date and shall terminate at 11:59 p.m. on June 30, 2010 (the"Expiration Date"), unless sooner terminated pursuant to any provision hereof orof the Master Lease or unless extended pursuant to the provisions of Section 2.9below.
EarlyAccess.                      Subject to the terms and provisions of the Work Letterand the terms and provisions of this Sublease, Subtenant shall be permitted toenter Phase I from and after the Phase I Delivery Date until the Phase I RentCommencement Date (but subject to the restrictions set forth in Section 6.3below), to enter Phase II from and after the Phase II Delivery Date until thePhase II Rent Commencement Date, and to enter Phase III from and after thePhase III Delivery Date until the Phase III Rent Commencement Date,respectively, for the sole and limited purpose of constructing and installingits Tenant Improvements, fixtures, furnishings, equipment, cabling and personalproperty within Phase I, Phase II and Phase III, respectively, of the SubleasePremises; provided, however, that, as to Phase III only, such early access shallallow the commencement of business as provided in, and subject to the terms andconditions of, Section 2.4.3 above.  Such limited entry and use of theSublease Premises shall not obligate Subtenant to commence paying Base Rent foreach applicable Phase unless Subtenant commences its business operations in allor any portion of such Phase prior to the Rent Commencement Date for eachrespective Phase.  This right of entry onto the Sublease Premises is subject torevocation by Sublandlord in the event that Subtenant or its employees,contractors, subcontractors or agents cause unreasonable interference with anyof Sublandlord's work in Building D or any labor dispute or damage during suchperiod which results either directly or indirectly from the installation ordelivery of the foregoing, or Subtenant otherwise breaches any term, covenant orcondition of this Sublease.  Prior to Subtenant's entry onto the SubleasePremises in accordance with this Section 2.6, Subtenant shall satisfy all of theinsurance requirements set forth in Section 17 of this Sublease.  Under nocircumstances shall Sublandlord be liable or responsible for, and Subtenantagrees to assume all risk of loss or damage to such installation of its tenantimprovements, furniture, fixtures, furnishings, equipment, cabling and personalproperty and to indemnify, defend and hold Sublandlord harmless from anyliability, loss or damage arising from any damage to the property ofSublandlord, or its contractors, employees or agents, and any death or personalinjury to any person or persons to the extent caused by, attributable to orarising out of, whether directly or indirectly, Subtenant's entry onto theSubleased Premises or the delivery, placement, installation, or presence of itstenant improvements, furniture, fixtures, furnishings, equipment, cabling andpersonal property, except to the extent that such loss or damage is caused bySublandlord's willful misconduct or gross negligence or the willful misconductor gross negligence of Sublandlord's contractors, agents or employees.
Guaranteed Expansion Option.                      Sublandlord hereby grants to Subtenant the option toexpand the Sublease Premises to include, in addition to the Sublease Premises,the portion of the Master Premises located on the entire Second Floor ofBuilding D and containing approximately 30,768 RSF rentable square feet as shownon Exhibit F attached hereto ("Expansion Premises"), provided thatSubtenant may not exercise the foregoing option if Subtenant has defaulted underthis Sublease (and any applicable cure periods have expired without cure) andsuch uncured default is continuing either at the time of giving its notice ofits irrevocable election to exercise its expansion option or on the commencementdate of the Expansion Term (defined below) and Subtenant shall not exercise theforegoing option for less than the entire Second Floor of Building D.  Subtenantshall have the right to exercise such option by giving its irrevocable writtennotice of exercise of the option ("Option Exercise Notice") to Sublandlord nolater than October 1, 2004.  Subtenant shall sublease the Expansion Premises onall of the terms and conditions contained in this Sublease including, withoutlimitation, the same per RSF Base Rent and Tenant Improvement Allowance (definedin Section 9.2 below) and Base Year as for the balance of the Sublease Premises,except that (i) the term of the sublease for the Expansion Premises shallcommence within seven (7) days following Sublandlord's receipt of the OptionExercise Notice on a date specified in writing by Sublandlord (the "ExpansionCommencement Date") and shall terminate on the June 30, 2010 Expiration Date("Expansion Term"); (ii) Subtenant shall not have access to the ExpansionPremises prior to the Expansion Commencement Date; (iii) Subtenant's obligationto commence paying Base Rent for the Expansion Premises shall commence on theearlier of (a) the date on which Subtenant commences the conduct of its businessin all or any portion of the Expansion Premises or (b) six (6) months followingthe Expansion Commencement Date (with such earlier date being the "ExpansionPremises Rent Commencement Date"); and (iv) Subtenant's Proportionate Share forincreases in Basic Operating Expenses of Building D shall be adjusted upward toone hundred percent (100%) as provided in Section 5 below.  The ExpansionPremises shall be delivered by Sublandlord to Subtenant broom clean and in "ASIS and WITH ALL FAULTS" condition as provided in Section 9 below.  The foregoingright to sublease the Expansion Premises is personal to Subtenant and may not beassigned, sold, leased, subleased or otherwise transferred, voluntarily orinvoluntarily, by or to any other person or entity, other than to an Affiliate(as defined in Section 12.2 below).
Right ofFirst Offer.                      Provided that Subtenant is not then in default underthis Sublease (following the expiration of all applicable cure periods withoutcure) and provided further that the Master Landlord of Building C or the MasterLandlord of Building B, as applicable, has consented in writing to Subtenantleasing space in Building C or Building B pursuant to the terms and provisionsset forth in this Section 2.8 and the applicable sublease:
if Subtenant has previously declined (
i.e.
, on orbefore October 1, 2004) to exercise its Expansion Option set forth in Section2.7 to sublease the Expansion Premises and Sublandlord desires to sublease partor all of the Second Floor of Building D to a third party subtenant; or

if and only if Subtenant is then subleasing all ofBuilding D (or has irrevocably exercised its option to lease the entireExpansion Premises prior to the earlier to occur of (a) Sublandlorddelivering its first written subleasing proposal to a prospective third partysubtenant with respect to Offered Space (defined below) or (b) Sublandlordreceiving the first written proposal from a prospective third party subtenantoffering to sublease Offered Space from Sublandlord) and only in such events, ifSublandlord desires to sublease part of Building C (as defined in Recital Cabove) to a third party subtenant, 

then in either such event, before offering to sublease partor all of the Second Floor of Building D or part of Building C to athird party subtenant on terms acceptable to Sublandlord in Sublandlord's solediscretion, Sublandlord shall first deliver to Subtenant Sublandlord's writtennotice ("Offer Notice") of the space which Sublandlord is proposing to sublease(the "Offered Space"), which Offer Notice shall specify the RSF and location ofthe Offered Space, the term of the sublease for the Offered Space and anyextension and/or expansion options or puts, the commencement date and rentcommencement date, base rent, additional rent and base year (if any) for theOffered Space, the tenant improvement allowance (if any) or other concessions(if any) for the Offered Space, those terms and conditions of the Master Lease(and/or the Building C Lease) which shall be specifically excluded (in thesame manner as set forth in Section 7.1 of this Sublease) from applying tothe Offered Space and such other terms, provisions and conditions as Sublandlordelects to include in the Offer Notice; provided, however, that if and only ifthe rent commencement date for such offered space will occur on or before March1, 2005, then the Offer Notice shall only specify the RSF and location of theOffered Space, the commencement date and any extension and/or expansion optionsor puts, and shall otherwise contain the terms and provisions set forth in thethird to the last sentence of this Section 2.8.  Notwithstanding anythingcontained in this Section 2.8 to the contrary, Sublandlord shall have noobligation to offer any space in Building C to Subtenant as Offered Spaceor otherwise if any one of the following applies:  (i) Subtenant is notthen subleasing all of Building D; (ii) Subtenant is then subleasing(or has exercised its irrevocable option under this Section 2.8 tosublease) at least two (2) full floors (or the equivalent thereof on a RSFbasis) in Building C (or at least two (2) floors in Building B (or theequivalent thereof on a RSF basis) if Sublandlord in its sole discretion hasexercised its right set forth below in this Section 2.8 to substitute spacein Building B as Offered Space in lieu of space in Building C); or(iii) if such space becomes available by reason of any extension orexpansion option in favor of any third party subtenant then subleasing space inBuilding C (or Building B, if applicable).  Subtenant shall have five(5) business days following receipt of Sublandlord's Offer Notice in which toirrevocably and unconditionally elect to sublease the Offered Space pursuant toall of the terms and conditions set forth in the Offer Notice, including,without limitation, Subtenant's agreement to sublease all of the Offered Spacewhich is subject to the Offer Notice.  If Subtenant fails to so irrevocably andunconditionally elect to timely exercise its right to sublease the Offered Spacewithin such five (5) business day period (or if Subtenant's election isconditional in any manner whatsoever), then Subtenant shall be deemed to haverejected the Offer Notice, Subtenant's rights under this Section 2.8 withrespect to the Offered Space shall terminate and thereafter be null and void andSublandlord shall thereafter have the right to sublease the Offered Space to anythird party offeree on terms and conditions deemed acceptable to Sublandlord;provided, however, that if (w) Sublandlord fails to enter into a bindingsublease agreement for at least eighty percent (80%) of the Offered Spacecovered in the Offer Notice with a net effective rent per RSF equal to at leasteighty percent (80%) of the net effective rent per RSF set forth in theOffer Notice for the Offered Space within two hundred seventy (270) daysfollowing the date of Subtenant's rejection (or deemed rejection) of the OfferNotice, or (x) Sublandlord elects, following Subtenant's rejection (ordeemed rejection) of the Offer Notice to offer less space than eighty percent(80%) of the entire Offered Space set forth in the rejected Offer Notice, or(y) Sublandlord elects, following Subtenant's rejection (or deemedrejection) of the Offer Notice to offer the Offered Space for less than eightypercent (80%) of the net effective rent per RSF set forth in the rejectedOffer Notice or (z) such Offered Space again becomes available forsubleasing at a later date following the expiration of the earlier third partysublease (each, a "Re-Up Right"), Subtenant's rights under thisSection 2.8 shall again apply to such Offered Space.  Notwithstanding theforegoing, Sublandlord shall not be obligated to offer more than two (2) fullfloors in Building C to Subtenant as Offered Space (and Subtenant's rightsunder this Section 2.8 with respect to subleasing space in Building C shallterminate and be null and void from and after the date on which Subtenantsubleases at least two (2) full floors in Building C (or in Building Bif Sublandlord, in its sole discretion, has substituted Offered Space inBuilding B in lieu of Offered Space in Building C as set forthbelow)); provided, however, that if, in Sublandlord's sole and absolutediscretion, Sublandlord's Offer Notice with respect to Offered Space inBuilding C includes more than two (2) floors of Building C,Subtenant's irrevocable and unconditional election to sublease such OfferedSpace must be as to all of the Offered Space in Building C which is thesubject of Sublandlord's Offer Notice and not solely as to two (2) floors.  Ifthe Offered Space includes all or a part of the Second Floor of Building D, thenthis Sublease shall be amended to include the Offered Space on the terms andconditions that are set forth in the Offer Notice.  If the Offered Spaceincludes space in Building C (or in substituted space in Building B asdiscussed below) then Sublandlord and Subtenant shall enter into a new subleasefor such Offered Space in Building C (or in Building B, as applicable)on the terms and conditions set forth in the Offer Notice and otherwise on theterms and conditions set forth in this Sublease (including, without limitation,the requirement for an additional letter of credit as provided in Section 6.2below) but appropriately modified to reflect the terms and conditions of theBuilding C Lease (or the Building B Lease, if applicable).  IfSubtenant elects to sublease two (2) floors or less (but not more than two (2)floors) in Building C pursuant to Sublandlord's Offer Notice where the rentcommencement date occurs on or before March 1, 2005, or if Subtenantsubmits an offer to lease up to two (2) floors (but not more than two (2)floors) in Building C in full floor increments other than on the firstfloor of Building C and in half-floor increments for such first floor wherethe rent commencement date occurs on or before March 1, 2005 (which Sublandlordhereby agrees to accept subject to the terms set forth in this sentence and inthe first sentence of this Section 2.8 (including, without limitation,Sublandlord's right to specify Offered Space in Building B in lieu of BuildingC)), then Sublandlord, in Sublandlord's sole and absolute discretion, shall havethe right to substitute space in Building B rather than Building C, and suchsubleasing shall be on all of the same terms and provisions of this Subleaseexcept that (a) the Base Rent shall be Twenty and 64/00 Dollars ($20.64) per RSFper annum, (b) the Base Year shall be the 2004 calendar year, (c) thetenant improvement allowance shall equal Thirty-Seven and 50/00 Dollars ($37.50)per RSF multiplied by the fraction the numerator of which is the number ofmonths in the sublease term as to such Building C space (or the number ofmonths in the sublease as to such Building B space if Sublandlord haselected to substitute space in Building B in lieu of space inBuilding C), and the denominator of which is sixty-seven (67) months(provided that in no event shall such tenant improvement allowance ever exceed$37.50 per RSF) and Subtenant shall deliver an additional letter of credit inthe amount of Ten Dollars ($10.00) per RSF of the Offered Space (and with thesame annual burn-off features), to Sublandlord as provided in Section 6.2 below;(d) Subtenant shall be entitled to 3.4 unreserved vehicle parking spaces per1,000 RSF of space occupied by Subtenant in Building C (or Building B,as applicable); and (e) the sublease shall be subject to the terms andconditions of the Building C Lease (or the Building B Lease, asapplicable).  Subtenant's rights under the immediately preceding sentence(A) shall only apply where Subtenant is then subleasing all of Building Dand Subtenant's offer or the Offer Notice with respect to the Offered Spacespecifies a rent commencement date on or before March 1, 2005 and(B) shall not apply to any space in Building C (or Building B, asapplicable), which Subtenant has previously rejected as Offered Space pursuantto an Offer Notice previously delivered by Sublandlord to Subtenant (unlessSubtenant has a Re-Up Right (as defined above in this Section 2.8) tosublease such Offered Space).  Notwithstanding the foregoing, Subtenantacknowledges and agrees that Subtenant has no right of first offer, right offirst refusal or any other right of any nature whatsoever under this Sublease orotherwise to sublease any space in Building B unless Sublandlord elects tooffer space in Building B to Subtenant for sublease as set forth above inthis Section 2.8.  Subtenant's rights under this Section 2.8 shall terminate ifthe Sublease or Subtenant's rights to possession of the Sublease Premises underthe Sublease are terminated, if Subtenant assigns any of its interest in theSublease (except for a permitted transfer to Affiliates under the Sublease), orif Subtenant sublets any portion of the Sublease Premises or Subtenant fails totimely exercise its option as herein provided.

Optionto Extend Term.                      If and only if Subtenant is then subleasing at leastfour (4) full floors in Building D, Sublandlord hereby grants toSubtenant the right to extend the term of this Sublease for one additionalperiod of thirty-six (36) months commencing on July 1, 2010 and expiring at11:59 p.m. on June 30, 2013 ("Extended Term") as to the entire space then beingsubleased by Subtenant in Building D.  Similarly, if and only if Subtenantis occupying at least four (4) full floors in Building C, then in thesublease for Building C, Sublandlord shall grant to Subtenant the right toextend the term of the sublease for Building C as to the entire space thenbeing subleased by Subtenant in Building C for one additional period ofthirty-six (36) months commencing on May 1, 2010 and expiring at 11:59 p.m. onApril 30, 2013 (the "Building C Extended Term").  Similarly, if and only ifSubtenant is occupying at least four (4) full floors in Building B,then in the sublease for Building B Sublandlord shall grant to Subtenantthe right to extend the term of the sublease for Building B as to theentire space then being subleased by Subtenant in Building B for oneadditional period of thirty-six (36) months commencing on November 1,2010 and expiring on October 31, 2013 (the "Building B ExtendedTerm").  Subtenant shall have no right to extend the term of this Subleaseor the sublease for Building B or Building C, as applicable for less than theentire space then being subleased by Subtenant in Building D, Building B orBuilding C, as applicable (but Subtenant may extend as to Building D andnot Building B or Building C, as applicable, or vise versa).  Subtenant mayexercise the foregoing rights to extend if and only if (i) Subtenant notifiesSublandlord in writing of its irrevocable election to extend the term of theSublease as to Building D on or before April 29, 2009, or as toBuilding C  on or before February 27, 2009, or as to Building B on orbefore August 30, 2009, and (ii) Subtenant is not in default of any ofthis Sublease or the subleases for Building B or Building C (followingthe expiration of any applicable cure periods without cure) either at the timeof giving notice of its irrevocable election to extend or on the commencementdate of the Extended Term.  If each of the conditions set forth in theimmediately preceding sentence is not satisfied in full, then Subtenant's optionto extend the Term of the Sublease and the subleases for Building B andBuilding C, as applicable, shall lapse and be null and void.  Subtenant'snotice(s) of its election to extend the Term(s) shall be irrevocable when made.All of the terms and provisions of this Sublease or the sublease for Building Bor Building C, as applicable, shall apply during the Extended Term except that(a) Base Rent during the Extended Term shall increase to Twenty Eight Dollars($28.00) per RSF of the entire Sublease Premises (and the entire subleasepremises in Building B or Building C, as applicable) per year, (b) there shallbe no further right to extend the term of the Sublease or the sublease forBuilding B or Building C, as applicable, beyond the applicable Extended Term,(c) Sublandlord shall have no obligation to make improvements to theSublease Premises (or to the sublease premises in Building B or Building C, asapplicable) of any nature whatsoever or to pay any Tenant Improvement Allowanceor similar payment to Subtenant and (d) the Base Year for Basic OperatingExpenses for both this Sublease and the subleases as to Building B or BuildingC, as applicable, shall be the 2010 calendar year.  The foregoing right toextend the term of the Sublease is personal to Subtenant and may not beassigned, sold, leased, subleased or otherwise transferred, voluntarily orinvoluntarily, by or to any other person or entity, other than to an Affiliate(as defined in Section 12.2 below).
Master Landlord's Consent.
This Sublease is not and shall not be effective unless anduntil Master Landlord shall have delivered to Sublandlord Master Landlord'swritten consent to this Sublease in accordance with the provisions of the MasterLease. If Master Landlord fails to consent to this Sublease within twenty (20)days after the date of this Sublease, either party may terminate this Subleaseby written notice to the other party and in such event neither party shall haveany obligations to the other party under this Sublease, except that Sublandlordshall promptly (i) refund to Subtenant prepaid Base Rent for the firstmonth of the Term and (ii) return the L-C (as defined in Section 6.1 below)to Subtenant.

Base Rent.
4.1	During the Term, Subtenant agrees to pay Sublandlordas base rent ("Base Rent") for the Sublease Premises the sum of Twenty-Two and50/00 Dollars ($22.50) per RSF annually, which Base Rent shall be payable inequal monthly installments of One and 875/1000ths Dollars ($1.875) per RSF.Commencing on the date which is ninety (90) days following the Phase I RentCommencement Date, Subtenant shall pay Sublandlord monthly Base Rent in equalmonthly installments of Eighty-Three Thousand Nine Hundred FortyDollars ($83,940) each for Phase I.  Commencing on the Phase II RentCommencement Date, Subtenant shall pay Sublandlord monthly Base Rent in equalmonthly installments of One Hundred Twelve Thousand Seven Hundred Eighty-FiveDollars ($112,785) each for Phase I and Phase II.  Commencing on the PhaseIII Rent Commencement Date, Subtenant shall pay Sublandlord monthly Base Rent inequal monthly installments of Two Hundred Twenty-One Thousand Five Hundred Oneand 25/00 Dollars ($221,501.25) each for Phase I, Phase II and Phase III.  IfSubtenant exercises its Guaranteed Expansion Option under Section 2.7 above,then commencing on the Expansion Premises Rent Commencement Date, Subtenantshall pay Sublandlord monthly Base Rent in equal monthly installments of TwoHundred Seventy-Nine Thousand One Hundred Ninety-One and 25/00Dollars ($279,191.25) each for Phase I, Phase II, Phase III and theExpansion Premises.  The parties hereby stipulate and agree that ifSublandlord's remeasurement of Phase I, Phase II, Phase III and the ExpansionPremises pursuant to Section 2.3 above results in a change in the RSF of anyportion of the Sublease Premises, the foregoing monthly Base Rent figures (andSubtenant's Proportionate Share of increases in Basic Operating Costs andEstimated Basic Operating Costs over actual Basic Operating Costs for the 2004Base Year as provided in Section 5 below) shall be adjusted upward or downwardto reflect the remeasured RSF of the Sublease Premises.  The RSF of the MasterPremises and the Sublease Premises set forth in Recitals A and B of thisSublease, respectively, shall be conclusive and binding for all purposes underthis Sublease and shall not be subject to further adjustment or remeasurement bySubtenant or Sublandlord.

4.2	As more particularly provided in the Work Letterattached to this Sublease as Exhibit E, if Sublandlord fails to approve Tenant'sPlans and Drawings for a given Phase or the Expansion Premises within the timeperiods set forth in Article 1 of the Work Letter for such approval bySublandlord, other than by reason of a delay by Master Landlord, a SubtenantDelay or Force Majeure Delay (as both such terms are defined in the WorkLetter), and such failure by Sublandlord actually and demonstrably results inSubtenant being unable to substantially complete its Tenant Improvements on orbefore the applicable Rent Commencement Date for such Phase (above and beyondany delays resulting from Subtenant Delays or Force Majeure Delays), thenSubtenant shall be entitled to two (2) days of abatement in Base Rent for suchaffected Phase (but no abatement in Base Rent applicable to any other Phase) foreach day of delay in Subtenant's substantial completion of its TenantImprovements in such Phase by reason of such Sublandlorddelay.

4.3	Each monthly installment of Base Rent shall bepayable in advance on the first day of each calendar month during the Term,except that the first month's installment of Base Rent for each Phase of theSublease Premises and the Expansion Premises (if applicable) shall be paid bySubtenant to Sublandlord on or before the applicable Delivery Date for suchPhase or the Expansion Premises. If the applicable Rent Commencement Datecommences or ends on a day other than the first day of a calendar month, thenthe rent for such month shall be prorated (and paid at the beginning of eachsuch month) in the proportion that the number of days this Sublease is in effectas to such Phase during such month bears to the total number of days in suchmonth, and such partial month's installment shall be paid no later than thecommencement of the subject month. In addition to the Base Rent, Subtenantagrees to pay as additional rent the amount of Additional Rent (as definedbelow) and other charges required to be paid by this Sublease.  All rent (whichshall include Base Rent, Additional Rent and other charges required to be paidby this Sublease) shall be paid to Sublandlord, without prior demand and withoutany deduction, offset, counterclaim or abatement, in lawful money of the UnitedStates of America, at Charles Schwab & Co., Inc., 22857 Network Place,Chicago, IL 60673-1228, or to such other person or at such other place asSublandlord may from time to time designate in writing.  Subtenant's covenant topay rent shall be independent of every other covenant in thisSublease.

4.4	If Subtenant fails to pay when due Base Rent,Additional Rent or any other charges within five (5) business days after thesame are due hereunder, the unpaid amount will bear interest from the due dateuntil the date of actual payment at the Applicable Rate (as defined in Section1.06 of the Master Lease).  If Subtenant fails to pay any installment of BaseRent, Additional Rent or other charges within five (5) business days after thesame are due, or fails to make any other payment for which Subtenant isobligated under this Sublease, then Subtenant shall pay to Sublandlord a latecharge equal to Two Hundred Fifty Dollars ($250.00) plus five percent (5%) ofthe amount so payable; provided, however, that such late charge shall be waivedwith respect to the first occurrence of a late payment in any twelve (12)consecutive month period.  Subtenant acknowledges that late payments will causeSublandlord to incur costs not contemplated by this Sublease, the exact amountof which costs are extremely difficult and impracticable to calculate. Theparties agree that the late charge described above represents a fair andreasonable estimate of the extra costs incurred by Sublandlord as a result ofsuch late payment.

4.5	No payment by Subtenant or receipt and acceptance bySublandlord of a lesser amount than the Base Rent or Additional Rent shall bedeemed to be other than part payment of the full amount then due and payable;nor shall any endorsement or statement on any check or any letter accompanyingany check, payment of Rent or other payment, be deemed an accord andsatisfaction; and Sublandlord may accept, but is not obligated to accept, suchpart payment without prejudice to Sublandlord's right to recover the balance dueand payable or to pursue any other remedy provided in this Sublease or by law.If Sublandlord shall at any time or times accept Rent after it becomes due andpayable, such acceptance shall not excuse a subsequent delay or constitute awaiver of Sublandlord's rights hereunder.

Additional Rent.
In addition to the Base Rent, commencing on January 1, 2005and at all times thereafter during the Term (including the Extended Term, ifapplicable) Subtenant shall pay Subtenant's Proportionate Share of the increasein Basic Operating Costs and Estimated Basic Operating Costs (as such terms aredefined in Sections 1.12, 1.25 and 3.06 of the Master Lease) for the SubleasePremises for such calendar year of the Sublease Term in excess of the actualBasic Operating Costs for the Sublease Premises for the 2004 calendar year (the"Base Year") in accordance with the procedures and provisions of Section 3.04 ofthe Master Lease (with the provisions of the last paragraph of Section 3.06(b)applying to this Sublease if Subtenant is subleasing less than 100% of BuildingD at any time during the Term of this Sublease).  Subtenant's "ProportionateShare" shall be the ratio which the rentable area of the Sublease Premises bearsto the rentable area of the Master Premises, which ratio is agreed to be asfollows:  Subtenant's Proportionate Share with respect to Phase I shall equal30.07% (based on 44,768 RSF for Phase I and 148,902 RSF for Building D);Subtenant's Proportionate Share with respect to Phase I and Phase II shall equal40.40% (based on 60,152 RSF for Phase I and Phase II in the aggregate and148,902 RSF for Building D); Subtenant's Proportionate Share with respect toPhase I, Phase II and Phase III shall equal 79.34% (based on 118,134 RSF forPhase I, Phase II and Phase III in the aggregate and 148,902 for Building D);and Subtenant's Proportionate Share with respect to Phase I, Phase II, Phase IIIand the Expansion Premises shall equal 100% (based on Subtenant occupying all ofthe RSF of Building D).  All said sums (including any estimates of such sums)shall be paid to Sublandlord at the times required pursuant to the terms andconditions of the Master Lease.  Sublandlord shall provide Subtenant with fulland complete copies of Master Landlord's annual Operating Costs Statementprovided to Sublandlord under Section 3.08 of the Master Lease promptlyfollowing Sublandlord's receipt of the same from Master Landlord.  In addition,Subtenant shall be responsible to pay its proportionate share of all other sumswhich Sublandlord is obligated to pay under the Master Lease (but not such othersums which (x) result from a default by Sublandlord under the Master Leaseunless caused in whole or in part by the acts or omissions of Subtenant or (y)are not related in whole or in part  to Sublease Premises) and shall also beresponsible to pay for any additional charges and expense imposed by MasterLandlord pursuant to the terms of the Master Lease and related specifically toSubtenant's use and occupancy of the Sublease Premises during the Term (e.g.,after-hours HVAC, additional cleaning, excess utilities, etc.), said sums shallbe paid to Sublandlord at the times required pursuant to the terms andconditions of the Master Lease.  All sums payable by Subtenant for after-hoursHVAC and/or electrical service shall be at Master Landlord's actual cost,without any premium or mark-up, as provided in Section 4.02 of the Master Lease.All sums payable pursuant to this Section 5 shall be considered additional rentpayable under this Sublease and Sublandlord shall have all rights and remediesavailable hereunder for the failure to pay such additional rent.

Letter of Credit.
Delivery of Letter of Credit
.                      Not later than July 7, 2003, Subtenant shall deliverto Sublandlord an unconditional and irrevocable letter of credit (the "L-C") inthe amount of One Million Five Hundred Thousand Dollars ($1,500,000.00)(the "L-C Amount"), which L-C shall be issued by a money-center bank (a bank whichaccepts deposits, maintains accounts, has a local San Francisco, Californiaoffice which will negotiate a letter of credit, and whose deposits are insuredby the FDIC) acceptable to Sublandlord in Sublandlord's sole discretion, andwhich L-C shall be in a form and content as set forth on Exhibit G,or otherwise acceptable to Sublandlord in Sublandlord's sole discretion.Subtenant shall pay all expenses, points and/or fees incurred by Subtenant inobtaining and maintaining the L-C.  Subtenant's failure to timely deliver the L-C on or before July 7, 2003 shall constitute a material default by Subtenantunder this Sublease and, if Subtenant thereafter fails to deliver the L-C inaccordance with the provisions of this Section 6.1 within two (2) businessdays following Sublandlord's written demand for immediate delivery of the L-C,such failure shall constitute an immediate and uncurable material default bySubtenant under this Sublease in accordance with Sections 6.3 and 13.5below.

Application of Letter of Credit.                      The L-C shall be held by Sublandlord as security forthe faithful performance by Subtenant of all the terms, covenants, andconditions of this Sublease to be kept and performed by Subtenant during theSublease Term.  The L-C shall not be mortgaged, assigned or encumbered in anymanner whatsoever by Subtenant without the prior written consent of Sublandlord.If there is an "Event of Default" (as defined in Section 7.08(a) of the MasterLease (but with the time periods for cure being as defined and limited inArticle 13 below)) by Subtenant with respect to any provisions of thisSublease, including, but not limited to, the provisions relating to the paymentof Base Rent or Additional Rent, or if Subtenant fails to renew the L-C at leastthirty (30) days before its expiration, Sublandlord may, but shall not berequired to, draw upon all or any portion of the L-C for payment of any BaseRent or Additional Rent or any other sums in default, or for the payment of anyamount that Sublandlord may reasonably spend or may become obligated to spend byreason of Subtenant's default, or to compensate Sublandlord for any other lossor damage that Sublandlord may suffer by reason of Subtenant's default.  Theuse, application or retention of the L-C, or any portion thereof, by Sublandlordshall not prevent Sublandlord from exercising any other right or remedy providedby this Sublease or by law, it being intended that Sublandlord shall not firstbe required to proceed against the L-C and shall not operate as a limitation onany recovery to which Sublandlord may otherwise be entitled.  Any amount of theL-C which is drawn upon by Sublandlord shall first be applied to sums owing toSublandlord with respect to the Event of Default , but any sums drawn which arenot so used or applied by Sublandlord shall be held by Sublandlord and deemed asecurity deposit (the "L-C Security Deposit").  If any portion of the L-C isdrawn upon, Subtenant shall, within three (3) business days after written demandtherefor, either (i) deposit cash with Sublandlord (which cash shall be appliedby Sublandlord to the L-C Security Deposit) in an amount sufficient to cause thesum of the L-C Security Deposit and the amount of the remaining L-C to beequivalent to the amount of the L-C then required under this Sublease or (ii)reinstate the L-C to the amount then required under this Sublease, and if anyportion of the L-C Security Deposit is used or applied, Subtenant shall, withinthree (3) business days after written demand therefor, deposit cash withSublandlord (which cash shall be applied by Sublandlord to the L-C SecurityDeposit) in an amount sufficient to restore the L-C Security Deposit to theamount then required under this Sublease, and Subtenant's failure to do so shallbe a default under this Sublease.  Subtenant acknowledges that Sublandlord hasthe right to transfer or mortgage its interest in the Master Lease or thisSublease and Subtenant agrees that in the event of any such transfer ormortgage, Sublandlord shall have the right to transfer or assign the L-CSecurity Deposit and/or the L-C, provided that Sublandlord delivers commerciallyreasonable written evidence of such transfer to Subtenant.  Subtenant shall,within three (3) business days of request by Sublandlord, execute such furtherinstruments or assurances as Sublandlord may reasonably deem necessary toevidence or confirm Sublandlord's transfer or assignment of the L-C SecurityDeposit and/or the L-C to such transferee or mortgagee.  Any transfer fee withrespect to the foregoing shall be paid by Sublandlord.  If and to the extentSublandlord advances all or any portion of the Additional Allowance (as definedin Section 9.3 below) to Subtenant for any Phase of the Sublease Premises, andas a condition precedent to such advance, the face amount of the Letter ofCredit shall be increased above $1,500,000 on the basis of One and 33/00 Dollars($1.33) for each Five Dollars ($5.00) of the aggregate Additional Allowanceadvanced by Sublandlord to Subtenant.  Additionally, if and to the extent thatSublandlord advances any tenant improvement allowance with respect to anyfloor(s) which Subtenant may sublease in Building B or Building C, asapplicable, in accordance with Section 2.8 above, as a condition precedent toSublandlord advancing such tenant improvement allowance, Subtenant shall provideto Sublandlord a letter of credit satisfying all of the requirements of thisArticle 6 in the face amount required by Section 2.8 above with respect to thesublease of any Building B or Building C floors, as applicable.  Provided thatSubtenant has neither previously committed an Event of Default under thisSublease nor is then in default under this Sublease (following the expiration ofall applicable cure periods without cure), the face amount of the L-C shall bereduced by twenty-percent (20%) per annum on the first anniversary of the PhaseIII Rent Commencement Date and on each subsequent anniversary date of the PhaseIII Rent Commencement Date, provided that in no event shall the face amount ofthe L-C ever be reduced below One Hundred Fifty Thousand Dollars ($150,000) plusten percent (10%) of the amount of the increase in the L-C resulting fromthe advance of the Additional Allowance by Sublandlord to Subtenant.
LateDelivery of Letter of Credit.                      As more particularly provided in Section 13.5 below,Subtenant's failure to timely deliver the L-C to Sublandlord in form andsubstance satisfactory to Sublandlord and in accordance with the requirements ofSection 6.1 above on or before July 7, 2003 shall constitute a material defaultby Subtenant under this Sublease and, if Subtenant thereafter fails to deliverthe L-C in accordance with the provisions of Section 6.1 within two (2) businessdays following Sublandlord's written demand for immediate delivery of the L-C,such failure shall constitute an immediate and uncurable material default bySubtenant under this Sublease and in such event Sublandlord shall immediatelyand without notice be able to pursue all remedies for such default available atlaw or in equity including, without limitation, all of the rights and remediesavailable under the Master Lease including, without limitation, Section 7.08 ofthe Master Lease (but without any of the notice or cure periods set forth in theMaster Lease applying to such default).  Anything contained in this Sublease orthe Work Letter attached to this Sublease as Exhibit E to the contrarynotwithstanding, Subtenant and its agents, employees, contractors,subcontractors, architects and consultants shall have no right to enter theSublease Premises for any purpose whatsoever (other than for the sole andlimited purpose of undertaking inspections, measurements and other architecturalrequirements, and assessments as provided in the second sentence of Section 3.1of the Work Letter) or to commence any construction work of any naturewhatsoever in the Sublease Premises unless and until Subtenant delivers the L-Cto Sublandlord as required in Section 6.1 above.
Incorporation of Master Lease by Reference;Assumption.
7.1	Subtenant acknowledges that ithas read the Master Lease and is fully familiar with all terms and conditions ofthe Master Lease.  All of the Articles, Sections and Exhibits of the MasterLease are incorporated into this Sublease as if fully set forth in this Subleaseexcept that (i) the Basic Lease Information provisions entitled "LeasedPremises", "Net Rentable Area", "Estimated Term Commencement Date", "Term","Annual Base Rent", "Annual Additional Base Rent", "Security Deposit","Parking", "Tenant Broker" and "Landlord Brokers" are deleted in their entiretyfrom the Master Lease as incorporated unto the Sublease, (ii) Sections 1.01,1.02, 1.03, 1.04, 1.07, 1.08, 1.09, 1.10, 1.11, 1.22, 1.24, 1.33, 1.37 (exceptthe first sentence thereof), 1.38, 1.40 (except the first sentence thereof),1.42, 1.43, 1.44, 1.46, 1.47, 1.48, 1.49, 2.01, 3.01, 3.02, 3.03, 3.05, 3.09,3.10, 4.01(a)(vi), 4.01(b), 4.01(d), the first, second and fourth sentences ofSection 4.01(e), Sections 4.03, 4.06, 4.07, 5.02, 5.03, 5.07(c)(ii), 5.07(e),the second and third sentences of Section 5.08, the balance of the firstsentence of Section 5.13(a) beginning with the words "provided that suchMortgage Lender", the words "subject to Section 4.06 hereof" at the beginning ofSection 5.13(c), that portion of the first sentence of Section 5.15 beginningwith the words "and subject to the provisions" and ending with the words"judgment was obtained", the first sentence of Section 5.19, the second,seventh, eighth and ninth sentences of Section 7.01 and Tenant's right torequire Landlord to carry earthquake insurance in Section 7.01, Section7.03(c), the balance of the fourth sentence of Section 7.06 beginning with thewords "and (x)", Sections 7.07(e), 7.07(f), 7.07(g), the balance of Section7.08(d)(i) beginning with the words "the net present value", Sections 7.11,7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.25, 7.37 and 7.38 and Exhibits A-2,B (except that Schedules B-4, B-5 and B-6 toExhibit B to the Master Lease are expressly incorporated into the WorkLetter attached to this Sublease as Exhibit E), D, E,H, I and L through S, inclusive, are deleted in their entiretyfrom the Master Lease as incorporated into the Sublease, (iii) therepresentations and warranties in the last sentence of Section 4.01(a) and thefirst, second, and seventh sentences of Section 5.10(a) of the Master Lease aremade solely by Master Landlord and not by Sublandlord, (iii) any rights ofSublandlord to extend, contract, expand, cancel or terminate the Master Lease,any rights of first offer to lease additional space, any rights of first offeror rights of first refusal or options to purchase Building D and any rights ofself-help and set-off in favor of Sublandlord are deleted from the Master Leaseas incorporated into the Sublease, (iv) the arbitration provisions of Section7.36 of the Master Lease shall not apply to the determination of whether adefault exists under the Sublease and (v) all references to "Critical Areas" and"Additional Base Rent" are deleted in their entirety from the Master Lease asincorporated into the Sublease.

7.2	The term "Landlord" as used in the Master Lease shallrefer to "Sublandlord" hereunder, the term "Tenant" as used in the Master Leaseshall refer to "Subtenant" hereunder, the term "Lease" as used in the MasterLease shall refer to this Sublease and the term "Leased Premises" as used in theMaster Lease shall refer to the Sublease Premises described herein, except thatall references to "Landlord" shall mean and include both Master Landlord andSublandlord in Sections 5.09, 5.11, 5.17(a), 7.04(a) and 7.04(b) (except thatany exceptions to indemnification as to Master Landlord and Sublandlord shallapply solely to their respective own negligence or willful misconduct) of theMaster Lease, and any indemnification, defense and hold harmless protectionsrunning in favor of the "Landlord Parties" shall also run in favor ofSublandlord and Sublandlord's employees, agents, contractors, subcontractors,consultants, officers, directors, parents, subsidiaries, affiliates, members,managers, constituent partners, invitees and licensees.  The definition of"Tenant Parties" as incorporated into the Sublease shall mean Subtenant andSubtenant's employees, agents, contractors, subcontractors, consultants,officers, directors, parents, subsidiaries, affiliates, members, managers,constituent partners, invitees and licensees.

7.3	If Sublandlord shall actually receive under theMaster Lease an abatement of Rent as to the Sublease Premises (for a periodafter the Commencement Date), then Subtenant shall be entitled to receive fromSublandlord a proportionate share of such abatement calculated as follows:  foreach rentable square foot to which the abatement applies and for which Subtenantis obligated to pay Rent under this Sublease, Subtenant shall receive itsproportionate share of such abatement based on the ratio of the per square footRent payable by Subtenant under this Sublease to the per square foot Rentpayable by Sublandlord under the Master Lease for the Sublease Premises, but inno event in excess of the abatement actually received by Sublandlord for theSublease Premises.

7.4	If any provisions of this Sublease expressly conflictwith any portion of the Master Lease as incorporated herein, the terms of thisSublease shall govern. Subtenant shall assume and perform for the benefit ofSublandlord and Master Landlord all of Tenant's obligations under the MasterLease provisions as incorporated herein to the extent that the provisions areapplicable to the Sublease Premises. Notwithstanding anything to the contrarycontained in this Sublease, Sublandlord does not assume the obligations of theMaster Landlord under the Master Lease.

7.5	Subtenant shall be entitled to receive all of thework, services, repairs, repainting, restoration, the provision of utilities,elevator or HVAC services, or the performance of any other obligations requiredof Master Landlord under the Master Lease with respect to the Sublease Premisesor the common areas of Building D (except to the extent any such obligationswere not incorporated by reference above); provided, however, Sublandlord's soleobligation with respect thereto shall be to request the same, as requested inwriting by Subtenant and at Subtenant's sole cost and expense. If MasterLandlord shall default in any of its obligations to Sublandlord with respect tothe Sublease Premises, Sublandlord will use reasonable commercial efforts tocause Master Landlord to perform and observe such obligations (except thatSublandlord shall not be obligated to commence any legal, arbitration or auditproceedings against Master Landlord, or utilize any self-help rights, or makeany payment of money or other consideration other than as expressly required ofSublandlord under the Master Lease), but Sublandlord shall have no liability forfailure to obtain the observance or performance of such obligations by MasterLandlord or by reason of any default of Master Landlord under the Master Leaseor any failure of Master Landlord to act or grant any consent or approval underthe Master Lease, or from any misfeasance or non-feasance of Master Landlord,nor shall the obligations of Subtenant hereunder be excused or abated in anymanner by reason thereof, except as expressly provided in this Sublease.  IfSublandlord elects to commence legal, arbitration or audit or other proceedingsagainst the Master Landlord to enforce, or otherwise enforces, Sublandlord'srights under the Master Lease which are applicable to Subtenant and the SubleasePremises as well as to the Sublandlord as to the remainder of the Premises,Subtenant shall be responsible for reimbursing Sublandlord for the reasonablecosts of such proceedings, including, without limitation, reasonable attorneys'fees incurred by Sublandlord at the following rates:  (a) one hundred (100%)percent thereof if such pertain only to the Sublease Premises; (b) Subtenant'sProportionate Share if such pertain to the entire Premises; or (c) aproportionate percentage if such pertain to the Sublease Premises or any partthereof and to a portion of the Premises other than the Sublease Premises, suchreimbursement to be made by Subtenant to Sublandlord within twenty (20) daysafter invoice therefor.
7.6	Subtenant shall cooperate with Sublandlord as may be required toobtain from Master Landlord any such work, services, repairs, repainting,restoration, the provision of utilities, elevator or HVAC services, or theperformance of any of Master Landlord's other obligations under the MasterLease, provided that in day-to-day issues, Subtenant shall contact MasterLandlord first to obtain the desired service or item and shall only contactSublandlord if Master Landlord fails to perform. This Sublease shall at alltimes during the Term remain subject and subordinate to the Master Lease (and toall matters to which the Master Lease is subject and subordinate) and to allmodifications and amendments to the Master Lease.  Sublandlord agrees withSubtenant that so long as Subtenant is not in default hereunder beyond anyapplicable notice and/or cure period, Sublandlord shall not enter into anymodification or amendment to the Master Lease which will prevent or materiallyadversely affect the use by Subtenant of the Sublease Premises in accordancewith the terms of the Sublease, or increase the obligations of Subtenant ordecrease its rights under the Sublease in any way materially adversely affectingthe Sublease.

Master Lease.
At any time and on reasonable prior notice toSubtenant, Sublandlord can elect to require Subtenant to perform Subtenant'sobligations under this Sublease directly to Master Landlord, in which eventSubtenant shall send to Sublandlord from time to time copies of all notices andother communications that Subtenant shall send to and receive from MasterLandlord.  Subtenant shall not do or permit to be done anything which wouldconstitute a violation or breach of any of the terms, conditions or provisionsof the Master Lease or which would cause the Master Lease to be terminated orforfeited by virtue of any rights of termination or forfeiture reserved by orvested in Master Landlord. If the Master Lease terminates, this Sublease shallterminate and the parties shall be relieved from all liabilities and obligationsunder this Sublease; except that if this Sublease terminates as a result of adefault of one of the parties under this Sublease or the Master Lease, thedefaulting party shall be liable to the non-defaulting party for all damagesuffered by the non-defaulting party as a result of the termination; provided,however, that in no event shall either party be liable for special,consequential or punitive damages. 

Acceptance of Sublease Premises; Allowances.
Acceptance of SubleasePremises "AS IS."
The Sublease Premises shall be delivered to Subtenant broomclean in "AS-IS and WITH ALL FAULTS" condition and without anyrepresentations and warranties with respect thereto by Sublandlord, its agents,officers, directors, employees, consultants or attorneys.  Subtenantacknowledges and agrees that Sublandlord and its agents, officers, directors,employees, consultants and attorneys have made no representations, warranties orpromises of any nature whatsoever with respect to Building D, the Project,Building C, Building B, the Complex, the Sublease Premises or anyimprovements located therein.  The taking of possession of any portion of theSublease Premises (or any sublease premises in Buildings B or BuildingC) by Subtenant shall be conclusive evidence that Subtenant accepts the same"AS IS and WITH ALL FAULTS" and that the Sublease Premises, theProject and the Building are suited for the use intended by Subtenant and are ingood and satisfactory condition at the time such possession was taken.Subtenant represents and warrants to Sublandlord that (a)  Subtenant's soleintended use of the Sublease Premises is for general office use, call centeruse, consumer lending and related business purposes, and (b) prior to executingthis Sublease, Subtenant has made such investigations as it deems appropriatewith respect to the suitability of the Sublease Premises for its intended useand has determined that the Sublease Premises are suitable for such intendeduse.  Sublandlord shall have no obligation whatsoever to construct any TenantImprovements or other improvements for Subtenant or to repair or refurbish theSublease Premises.  All Tenant Improvements (as defined in the Work Letter) andall alterations, additions and improvements to the Sublease Premises shall be atSubtenant's sole cost and expense without contribution or reimbursement fromSublandlord or Master Landlord (except to the extent of the Tenant ImprovementAllowance provided for in Section 9.2 below and the Additional Allowanceprovided for in Section 9.3 below).

TenantImprovement Allowance.                      Provided that Subtenant is not in default of thisSublease or the Work Letter (following the expiration of all applicable cureperiods without cure) Sublandlord shall provide Subtenant with the sum equal toThirty-Seven and 50/00 Dollars ($37.50) per RSF of the Sublease Premises plus anadditional One Hundred Thousand Dollars ($100,000) for work on the ground floorlobby of Building D (the "Lobby Allowance") (collectively, the"Tenant Improvement Allowance") for Subtenant's design and construction ofSubtenant's initial tenant improvements within the Sublease Premises(collectively, the "Tenant Improvements").  The Tenant Improvement Allowanceshall first be used to pay for the cost of Subtenant's space plan, constructiondrawings and working drawings, architectural, engineering and design fees andcosts, permit and approval fees and costs, actual contractor costs and chargesfor materials and labor, contractor's profit, overhead and general conditionscosts and other customary and reasonable hard and soft costs of designing,installing and constructing the Tenant Improvements (collectively, the "TenantImprovement Costs").
Master Landlord TI Allowance and LobbyAllowance
.                      Subtenant acknowledges that Thirty Dollars ($30.00)per RSF of the Tenant Improvement Allowance plus the $100,000 Lobby Allowance isbeing funded by Master Landlord to Sublandlord pursuant to the terms andprovisions of the Master Lease (the "Master Landlord TI Allowance"), that use ofthe Master Landlord TI Allowance is expressly limited to reimbursement of actualTenant Improvement Costs and that no portion of the Master Landlord TI Allowancecan be used for furniture and furniture reconfiguration, furnishings, equipment,cabling, wiring, moving expenses, existing lease cancellation costs,construction manager fees, project manager fees, and relocation consultantcosts, and other similar costs and expenses (collectively, "Non TI-Costs").Subtenant acknowledges and agrees that if the actual Tenant Improvement Costsare less than Thirty Dollars ($30.00) per RSF for the Subleased Premises, thenSublandlord shall only be obligated to disburse the Master Landlord TI Allowancein an amount up to the actual Tenant Improvement Costs and no more. Anythingcontained in this Sublease or the Work Letter to the contrary notwithstanding,Subtenant acknowledges and agrees that Sublandlord shall have no obligation topay all or any portion of the Master Landlord TI Allowance portion of the TenantImprovement Allowance to Subtenant unless and until Sublandlord receives paymentof the Master Landlord TI Allowance owing by Master Landlord to Sublandlordunder the Master Lease with respect to the Sublease Premises.

Allowance Above Master Landlord TI Allowance
.                      Sublandlord acknowledges and agrees that if and to theextent the entire $37.50 per RSF Tenant Improvement Allowance is not applied toTenant Improvement Costs, then up to Seven and 50/00 Dollars ($7.50) per RSF ofthe Tenant Improvement Allowance (that is, the portion of the Tenant ImprovementAllowance over and above the Master Landlord TI Allowance) (but expresslyexcluding any portion of the Lobby Allowance) may be used by Subtenant to payNon TI-Costs or be applied by Subtenant against Base Rent due under theSublease.

 Phased Disbursement; Conditions toDisbursement
.                      Subject to the foregoing, the Tenant ImprovementAllowance shall be disbursed to Subtenant on a phased basis with respect toPhase I, Phase II, Phase III and the Expansion Premises on the basis of the RSFin each such Phase on the following bases.  The Tenant Improvement Allowance asto each Phase and the Expansion Premises shall be disbursed by Sublandlord inthree (3) installments of Twenty-Five Percent (25%), Twenty-Five Percent (25%)and Fifty Percent (50%), with the first installment of 25% ("1st Installment")being payable on the date which is the later to occur of (I) ten (10)business days following the date on which Master Landlord is required to pay theFirst Installment (as defined in Section 4.2(a) of the Work Letter attached tothe Master Lease as Exhibit B) to Sublandlord or (ii) seventy (70)days following the Delivery Date as to the applicable Phase or the ExpansionPremises (with such later date being the "1st Installment Payment Date"), thesecond installment of 25% (the "2nd Installment") being payable on the datewhich is thirty (30) days following the 1st Installment Payment Date and thethird installment of 50% (the "3rd Installment") being payable upon "Completionof the Tenant Improvements" (as defined below), provided that each and all ofthe conditions precedent set forth below in this Section 9.2 are satisfied infull.  The conditions precedent to disbursement of each of the 1st Installment,the 2nd Installment and the 3rd Installment shall include all of the following:(a) Subtenant is not in default under this Sublease or the Work Letter(following the expiration of all applicable cure periods without cure), providedthat the applicable portion of the Tenant Improvement Allowance shall bedisbursed upon Subtenant curing any such default; (b) Subtenant has entered intoa general construction contract for the Tenant Improvements which has beenreasonably approved by Sublandlord as provided in the Work Letter; (c) Subtenanthas commenced and is diligently pursuing the completion of the TenantImprovements; and (d) Subtenant has delivered to Sublandlord, at least ten (10)days prior to the applicable date for disbursement of the 1st Installment, the2nd Installment or the 3rd Installment, a certified statement from Subtenant'sarchitect certifying that Subtenant has installed the Tenant Improvements in theapplicable Phase (or in the Expansion Premises) in an amount at least equal tothe amount of the applicable Installment plus any previous Installments paid.In addition to the foregoing conditions precedent, the disbursement of the 1stInstallment shall be conditioned upon Subtenant delivering to Sublandlord aconditional waiver and release of lien upon progress payment (in the formprescribed by California Civil Code Section 3262 ("Section 3262")) fromSubtenant's general contractor ("Contractor") and from each subcontractor("Subcontractor") for which payment is then being sought in the amount of the1st Installment, and disbursement of the 2nd Installment shall be conditionedupon Subtenant delivering a conditional waiver and release of a lien uponprogress payment in the form prescribed by Section 3262 from the Contractor andeach Subcontractor for which payment is then being sought in the amount of the2nd Installment together with an unconditional waiver and release of lien uponprogress payment in the form prescribed by Section 3262 from the Contractor andeach Subcontractor with respect to the 1st Installment.  Sublandlord shall notbe obligated to disburse the 3rd Installment until "Completion of the TenantImprovements" (defined below) has occurred.  For purposes of this Sublease andthe Work Letter, "Completion of the Tenant Improvements" shall mean the date onwhich the last of the following conditions has been satisfied in full: (A)Sublandlord has inspected the Sublease Premises and determined that the TenantImprovements are substantially complete; (B) Subtenant has obtained all requiredcertificates of occupancy for use and operation of the Premises and deliveredcopies of such certificates to Sublandlord; (C) Subtenant has obtained anexecuted unconditional waiver and release upon final payment in the formprescribed by Section 3262 from its Contractor and all Subcontractors anddelivered complete copies thereof to Sublandlord; (D) Subtenant's architect hasissued certificates of final completion with respect to all Tenant Improvementsand Sublandlord has been provided with copies of the same; (E) Subtenant hasrecorded a Notice of Completion in the Office of the Alameda County Recorder inaccordance with Section 3093 of the California Civil Code and providedSublandlord with a copy of the same and; (F) the time period for filing anymechanics' liens with respect to the Tenant Improvements has expired without thefiling of any liens.  Notwithstanding the foregoing time periods for payment ofthe applicable Tenant Improvement Allowance, Subtenant shall have the right tomake its application for the Tenant Improvement Allowance at any time prior tothe second anniversary of the Delivery Date as to the applicable Phase or theExpansion Premises.  Sublandlord shall have no obligation to make anydisbursement of the Tenant Improvement Allowance for Non-TI Costs until (x)Completion of the Tenant Improvements and (y) receipt by Sublandlord of copiesof invoices marked "paid" with respect to all Non-TI Costs for which Subtenantis requesting reimbursement.

Additional Allowance.                      In addition to Sublandlord's payment of the TenantImprovement Allowance to Subtenant as set forth in Section 9.2 above, providedthat Subtenant is not in default under this Sublease or the Work Letter(following the expiration of all applicable cure periods without cure),Subtenant, upon written notice to Sublandlord, may elect to have Sublandlordcontribute up to an additional Five Dollars ($5.00) per RSF for each of Phase I,Phase II and Phase III and the Expansion Premises for Tenant Improvement Costsand/or Non TI-Costs (the "Additional Allowance").  The Additional Allowanceshall be disbursed to Subtenant on a Phased basis in the same manner as theTenant Improvement Allowance is disbursed under Section 9.2 above.  If Subtenantelects to draw down the Additional Allowance, Subtenant shall reimburseSublandlord for the Additional Allowance pursuant to monthly payments (due onthe same dates and as part of Base Rent for Phase I, Phase II, Phase III and theExpansion Premises) amortized over the Term of the Sublease beginning on theapplicable Rent Commencement Date as to each such Phase at the rate of TenPercent (10%) per annum, compounded annually.  Accrued interest at such rates onamounts advanced for any period prior to the applicable Rent Commencement Dateas to a given Phase shall be added to the Additional Allowance for purposes ofcalculation of Subtenant's monthly reimbursement payment hereunder.  Anythingcontained in this Sublease or the Work Letter to the contrary notwithstanding,Subtenant acknowledges and agrees that Sublandlord shall have no obligation tomake the Additional Allowance available to Subtenant unless and untilSublandlord receives payment of the Additional Tenant Allowance (as defined inSection 1.01 of the Work Letter) from Master Landlord with respect to theSublease Premises.  No portion of the Additional Allowance as to a given Phaseor the Expansion Premises shall be disbursed by Sublandlord to Subtenant unlessand until the applicable 1st Installment Payment Date.
Use; Sublandlord's Trade Names; Parking; Signage; Roof Rights; Generator;BART Shuttle.
Use
.                      Subtenant agrees that the Sublease Premises shall beused by Subtenant (and its permitted assignees and subtenants) solely forgeneral office use, call center use, consumer lending and related businesspurposes, and for no other use, business or purpose whatsoever.  Sublandlordshall not sublease any portion of Building D to any subtenant whose principalbusiness is consumer lending.

No Useof Trade Names.                      Subtenant agrees that it shall not, withoutSublandlord's prior written consent which consent may be withheld inSublandlord's sole and absolute discretion, use the names, characters, artwork,designs, trade names, copyrighted materials, trademarks or services marks ofSublandlord, its parent, affiliated or subsidiary companies, employees,directors, shareholders, assigns, successors or licensees (a) in anyadvertising, publicity or promotion or (b) in any manner other than expressly inaccordance with this Sublease.  Sublandlord agrees that it shall not, withoutSubtenant's prior written consent, which consent may be withheld in Subtenant'ssole and absolute discretion, use the names, characters, artwork, designs, tradenames, copyrighted materials, trademarks or service marks of Subtenant, itsparent, affiliated or subsidiary companies, employees, directors, shareholders,assigns, successors or licensees (a) in any advertising, publicity or promotionor (b) in any manner other than expressly in accordance with this Sublease,except that Sublandlord may disclose the fact that Subtenant is its subtenant atPleasanton Corporate Commons.
Parking.                      Subtenant shall have the non-exclusive right at nocost to the Subtenant to use up to Five (5) unreserved vehicle parking spaces inparking facilities serving Building D for every 1,000 RSF of the SubleasePremises occupied by Subtenant, subject to all parking rules and regulationspromulgated by Master Landlord from time to time.  Notwithstanding theforegoing, Subtenant shall reasonably cooperate with Sublandlord atSublandlord's request to monitor and ensure that Subtenant and its employees,agents, Strategic Partners (as defined in Section 12.3 below), invitees andlicensees do not exceed this parking ratio of five (5) unreserved parking spacesper 1,000 RSF of the Sublease Premises occupied by Subtenant including, withoutlimitation, instituting (i) a parking program and parking rules reasonablyapproved by Master Landlord and Sublandlord requiring parking stickers for allof Subtenant's employees and Strategic Partners and the imposition of finesand/or towing requirements for Subtenant's employees and Strategic Partnersviolating the parking program or parking rules and/or (ii) in Sublandlord'ssole and absolute discretion but at Sublandlord's sole cost and expense, a valetparking program with respect to not more than seventy-five (75) vehicleparking spaces to ensure that this 5/1,000 parking ratio is met (but not anyparking ratio greater than 5/1000).  Subtenant, at its sole cost and expense,may elect to attempt to increase the parking ratio to Five and One-Half (5.5)unreserved vehicle parking spaces per 1,000 RSF of the Sublease Premises if andonly if Subtenant contracts with a reputable parking operator and/or valetservice reasonably approved by Sublandlord, subject to Master Landlord's writtenconsent and Master Landlord's express written confirmation to Sublandlord thatsuch increased parking ratio shall not reduce Sublandlord's parking ratios forBuilding D and the balance of the Complex; provided, however, that Sublandlordmakes no representation or warranty with respect to Subtenant's ability toachieve a parking ratio of 5.5 unreserved vehicle parking spaces per 1,000 RSFof the Sublease Premises occupied by Subtenant.  If and to the extent thatSubtenant subleases any space in Building B or Building C, as applicable,Subtenant shall have the non-exclusive right at no cost to Subtenant to use upto Three and 4/10ths (3.4) unreserved vehicle parking spaces in the surfaceparking lot serving Building B or Building C, as applicable, for every 1,000 RSFof the Sublease Premises in Building B or Building C, as applicable,occupied by Subtenant.
Signage.                      Subject to compliance with all applicable requirementsand restrictions of the Master Lease and Subtenant obtaining the MasterLandlord's consent to the following signage, and provided Subtenant is thenleasing at least four (4) full floors in Building D, Subtenant shall have theright to (i) install standard building signage, (ii) install one parapet sign onone side of Building D selected by Subtenant (provided that Subtenant shall havethe right to install two (2) parapet signs on two (2) sides of Building Dselected by Subtenant if Subtenant has leased the Expansion Premises) and (iii)eighty percent (80%) of existing monument signage and interior building signage(or such higher percentage of such signage as may relate to Subtenant'spercentage occupancy of Building D) in or with respect to Building D.  IfSubtenant leases at least two (2) full floors in Building B or Building C, asapplicable, then the sublease between Sublandlord and Subtenant for Building Bor Building C, as applicable, shall provide, subject to the compliance with allapplicable provisions and restrictions of the Building B Lease orBuilding C Lease, as applicable, and Subtenant obtaining Master Landlord'sconsent to the following signage, that Subtenant shall have the right to (i)install standard building signage, (ii) install one parapet sign on one side ofBuilding B or Building C, as applicable, selected by Subtenant (provided that ifSubtenant subleases less than three (3) full floors of Building B or Building C,as applicable, Sublandlord shall have the right to designate the side ofBuilding B or Building C, as applicable, on which the parapet sign shall belocated but if Subtenant subleases three (3) or more full floors in Building Bor Building C, as applicable, Subtenant shall have the right to designate theside of Building B or Building C, as applicable, on which the parapet sign shallbe located) and (iii) Subtenant's proportionate share (based on the RSF of spaceleased in Building B or Building C, as applicable, by Subtenant over thetotal RSF of Building B or Building C, as applicable) of existing monumentsignage and interior building signage in or with respect to Building B orBuilding C, as applicable.  All of Subtenant's exterior signage and exteriorgraphics of any kind or character shall comply in all respects with allapplicable Legal Requirements, and shall be subject to the review and approvalof the City of Pleasanton, as necessary, and any other applicable municipalityhaving jurisdiction over the Project.  All signs shall be installed andmaintained at Subtenant's sole cost and expense.  Upon the expiration or earliertermination of the Term, subject to compliance with applicable LegalRequirements, Subtenant shall remove all of its signage on or about Building D(or Building B or Building C, as applicable) and restore any damage resultingfrom such removal, all at Subtenant's sole cost and expense.  Subject to theMaster Landlord's consent, Subtenant is granted exclusive signage on Building Dwith respect to firms whose principal business is consumer lending.
RooftopRights.                      Subject to compliance with all applicable requirementsand restrictions of the Master Lease including, without limitation, theprovisions of Section 5.19 of the Master Lease (other than the first sentence ofSection 5.19) and Subtenant obtaining Master Landlord's consent thereto,Subtenant shall have the right to install one satellite dish on the roof ofBuilding D (and one satellite dish on the roof of Building B or Building C,as applicable, if Subtenant subleases at least two (2) full floors in Building Bor Building C, as applicable), in locations reasonably designated bySublandlord.
Generator.                      Upon Subtenant's written request delivered toSublandlord on or before July 15, 2003, Sublandlord shall sell and convey toSubtenant, without any warranty or guaranty except as to title and no priorliens, at the then market price therefor (but in no event greater than fiftypercent (50%) of Sublandlord's initial purchase price therefor when new), onegenerator capable of supplying at least Seven Hundred Fifty (750) KVAs ofbuilding standard generator service to the Sublease Premises (the "Generator").Subtenant, at Subtenant's sole cost and expense, and subject to the MasterLandlord's prior consent (and Sublandlord's reasonable prior written consentwith respect to the location of the Generator within the Project), shall obtainall necessary permits and approvals for installation of the Generator, andSubtenant shall install, repair and maintain the Generator in first-classcondition in compliance with all Legal Requirements.  Upon the expiration orearlier termination of the Term, subject to compliance with all LegalRequirements, Subtenant shall remove the Generator from the Project and restoreany damage resulting from such removal, all at Subtenant's sole cost andexpense.
BART Shuttle.                      At all times during the Term of this Sublease and theExtended Term (if any), Sublandlord, at Sublandlord's or Master Landlord's solecost, shall provide bus shuttle service between the Complex and the HaciendaBART Station and the Tassajara Road Park/Ride Lot on a schedule reasonablyagreed to by Sublandlord and Subtenant which shall provide shuttle serviceMonday through Friday (holidays excepted) for approximately (but no more than)three (3) hours during morning commute hours and approximately (but no morethan) three (3) hours during evening commute hours for use by Subtenant'semployees, licensees and invitees, Sublandlord's employees, licensees andinvitees and other subtenants (and their respective employees, licensees andinvitees) of Sublandlord in the Complex.  Subtenant acknowledges and agrees thatSublandlord presently provides this shuttle service through WHEELS, a serviceprovided by and through Alameda County.  Subtenant further acknowledges andagrees that Sublandlord may substitute another comparable shuttle serviceprovider reasonably designated by Sublandlord or, at Sublandlord's election byMaster Landlord, in lieu of WHEELS to provide bus shuttle service between theHacienda BART Station and the Tassajara Road Park/Ride Lot and the Complex.
Compliance With Laws and Regulations; ProhibitedActions.
11.1	Subtenant, at its sole cost and expense, shallpromptly comply with all local, state or federal laws, statutes, ordinances andgovernmental rules, regulations or requirements now in force or which mayhereinafter be in force, including, without limitation, the Americans withDisabilities Act, 42 U.S.C.   12 101 et seq. and any governmental regulationsrelating thereto, including, without limitation any required alterations forpurposes of "public accommodations" under such statute, Title 24 of theCalifornia Administrative Code and similar federal, state and local laws andregulations (collectively, the "ADA").  Subtenant shall not use or permit theSublease Premises to be used in any manner nor do any act which would increasethe existing rate of insurance on Building D or Master Premises or cause thecancellation of any insurance policy covering Building D or the Master Premises,nor shall Subtenant permit to be kept, used or sold, in or about the SubleasePremises or Building D, any article which may be prohibited by the standard formof fire insurance policy.  Subtenant shall not during the Term (i) commit orallow to be committed any waste upon the Sublease Premises, or any public orprivate nuisance in or around the Project, Building D or the Sublease Premises,(ii) allow any sale by auction upon the Sublease Premises, (iii) place any loadsupon the floor, walls, or ceiling of the Sublease Premises which endangersBuilding D, (iv) use any apparatus, machinery or device in or about the SubleasePremises which will cause any substantial noise or vibration or in any mannerdamage Building D, (v) place any harmful liquids in the drainage system of theProject or Building D or in the soils surrounding the Project or Building D, or(vi) disturb or unreasonably interfere with other tenants of Building D.  If anyof Subtenant's office machines or equipment disturbs the quiet enjoyment of anyother tenant in Building D, then Subtenant shall provide adequate insulation, ortake such other action as may be necessary to eliminate the disturbance, all atSubtenant's sole cost and expense.

11.2	Subtenant shall not generate, use, manufacture,keep, store, refine, release, discharge or dispose of any substance or materialthat is described as a toxic or hazardous substance, waste or material or apollutant or contaminant by any federal, state or local law, ordinance, rule orregulation now or hereafter in force, as amended from time to time, in any wayrelating to or regulating human health or safety or industrial hygiene orenvironmental conditions or pollution or contamination (including theComprehensive Environmental Response, Compensation and Liability Act of 1980, 42U.S.C.    9601, et seq., the Solid Waster Disposal Act , 42 U.S.C.    6901, etseq., the Toxic Substances Control Act, 15 U.S.C.    2601, et seq., the CleanWater Act, and 33 U.S.C.    1251, et seq., the Hazardous Substance Account Act,California Health and Safety Code Secs. 25300 et seq., the Hazardous WasteControl Act, California Health and Safety Code Secs. 25100 et seq., and thePorter-cologne Water Quality Control Act, California Water Code Secs. 13000, etseq. all as amended) including, without limitation, PCBs, oil and petroleumproducts, asbestos and asbestos-containing materials and radioactive materials(collectively, "Hazardous Substances"), on, under or near the Sublease Premisesor Building D, except that Subtenant may use Hazardous Substances on theSublease Premises that are incidental to general office use (such as photocopiertoner) provided such use is in compliance with laws and prudent businesspractices. Subtenant shall not cause or permit any waste material or refuse tobe dumped upon or remain upon any part of Building D outside the SubleasePremises, nor shall Subtenant cause or allow any materials, supplies, equipment,finished products or semi-finished products or articles of any nature to bestored upon or remain upon Building D outside the Sublease Premises. Subtenantagrees to indemnify Master Landlord and Sublandlord against and hold MasterLandlord and Sublandlord harmless from any and all loss, cost, liability, claim,damage, and expense including, without limitation, reasonable attorneys' feesand disbursements, incurred in connection with or arising from the generation,use, manufacture, storage, disposal or release of any Hazardous Substances bySubtenant or any person claiming through or under Subtenant or any contractor,agent, employee, visitor, assign or licensee of Subtenant, on or about BuildingD throughout the Term.

11.3	Sublandlord shall make reasonable request to MasterLandlord for copies of the applicable approvals of the completed shell and coreof Building D for each of Phase I, Phase II, Phase III and the ExpansionPremises.  If available from Master Landlord, Sublandlord shall provideSubtenant with Master Landlord's written details of emergency procedures forBuilding D and the Project.

Sub-Subletting.
12.1	Subject to Subtenant obtaining the consent of MasterLandlord and Sublandlord, which consent shall not be unreasonably withheld,conditioned or delayed on the part of Sublandlord, Subtenant shall have theright to assign this Sublease or to sub-sublease the Sublease Premises inaccordance with the provisions of Section 5.07 of the Master Lease (other thanSections 5.07(c)(ii) and 5.07(e) which are not incorporated into this Sublease)and this Section 12.  The failure of Sublandlord to respond in writing toSubtenant's written request to assign the Sublease or sub-sublease all or aportion of the Sublease Premises within fourteen (14) days following suchwritten request (which written request shall be accompanied by all of theinformation and documents required by Section 5.07(b) of the Master Lease),shall be deemed approval by Sublandlord (but not by Master Landlord).  Withoutlimiting the reasons upon which Sublandlord could reasonably withhold itsconsent, Sublandlord may reasonably withhold its consent if Sublandlord does not(i) approve a change in the permitted use of the Sublease Premises, (ii) theproposed physical subdivision of the Sublease Premises or the construction of amulti-tenant corridor (unless such multi-tenant corridor is constructed entirelywithin the boundaries of the Sublease Premises) or (iii) the creditworthiness orbusiness reputation of the new sub-subtenant or assignee.  Such assignment orsub-sublease shall be subject to all of the terms and conditions of the MasterLease and this Sublease, and Subtenant shall remain primarily liable under thisSublease notwithstanding any sub-sublease or assignment.  In connection with anyassignment or sub-subletting, Sublandlord shall have the right to review andapprove the current financial statements of Subtenant and any proposed sub-subtenant.  Fifty Percent (50%) of any profit realized by Subtenant as a resultof such sub-subleasing (after first deducting Subtenant's reasonable costsassociated therewith, including only brokerage fees and commissions, reasonableattorneys' fees and the cost of remodeling or otherwise improving or alteringthe Sublease Premises for said sublessee), shall be paid to Sublandlord afterappropriate sharing, if any, with the Master Landlord.

12.2	Notwithstanding the provisions of Section 12.1above, subject to Subtenant obtaining the consent of the Master Landlord underSection 5.07 of the Master Lease, Subtenant shall be entitled, without furtherconsent from Sublandlord, to assign this Sublease or sublet all or a portion ofthe Sublease Premises to (a) an Affiliate (defined below) of Subtenant, (b) tothe surviving entity in connection with any merger, consolidation orreorganization of Subtenant or (c) to the purchaser of all or substantially allof the assets of Subtenant and Subtenant's business provided that in eachinstance under (a), (b) and (c) above, (i) such assignee or subtenant has a networth (determined in accordance with generally accepted accounting principlesconsistently applied) of at least One Hundred Million Dollars ($100,000,000)(exclusive of goodwill) both immediately prior to and immediately following theconsummation of such assignment or subletting and (ii) Subtenant notifiesSublandlord of the same within ten (10) days after such event, provided that theforegoing shall not relieve Subtenant of any of its liabilities or obligationsunder this Sublease.  For purposes of this Sublease, the term "Affiliate" shallmean any entity controlling, controlled by or under common control withSubtenant, and the term "Control" shall mean the possession, direct or indirect,of the power to direct or cause the direction of the management and policies ofsuch controlled person or entity.

12.3	Subject to the terms and provisions of the MasterLease and Subtenant obtaining the consent of Master Landlord, Subtenant mayallow Strategic Partners (defined below) of Subtenant to occupy portions of theSublease Premises without obtaining Sublandlord's consent under Section 12.1above provided (i) such occupancy is for less than twenty-fivepercent (25%) of the RSF of the Sublease Premises, (ii) such occupancy doesnot constitute an assignment or sublease and such Strategic Partners have norights under this Sublease, (iii) such occupancy is for less than one (1)year, (iv) such occupancy is subject to all of the terms and conditions of thisSublease and (v) written notice thereof is given to Sublandlord at leastten (10) business days prior to the date such occupancy is the commence.  Asused herein, the term "Strategic Partners" shall mean only thosepersons or entities providing a direct business service to Subtenant or anAffiliate (as defined in Section 12.2 above) or in which Subtenant or anAffiliate has a material continuing financial interest and shall be of acharacter and reputation consistent with the types of persons or entitiesgenerally providing similar types of services in the consumer lending industry.Occupancy of portions of the Sublease Premises by Subtenant's Strategic Partnersshall not relieve Subtenant of any of its liabilities or obligations under thisSublease.

12.4	Subject to the terms and provisions of the Master Lease and Subtenantproviding written notice of such subleasing to Master Landlord, so long asSubtenant is itself actually occupying at least fifty percent (50%) of theSublease Premises, notwithstanding the provisions of Section 12.1 above,Sublandlord hereby consents to Subtenant subleasing up to (but not more than)twenty-five percent (25%) of the RSF of the Sublease Premises to ClosingServices, Inc., a Delaware corporation which is an Affiliate of Subtenant andthe wholly-owned subsidiary of Subtenant, provided that the foregoing consentshall not relieve Subtenant of any of its liabilities or obligations under thisSublease.  The foregoing consent shall be revoked if Closing Services, Inc.ceases to be a wholly-owned subsidiary of Subtenant.  Subtenant agrees tocertify to Sublandlord and Master Landlord from time to time as reasonablyrequested by Sublandlord and Master Landlord that Closing Services, Inc. is andremains a wholly-owned subsidiary of Subtenant.

Defaults and Remedies.
13.1	Upon any default by Subtenant under this Sublease orany default under the Master Lease, Sublandlord shall have all rights andremedies available at law or in equity, including, without limitation, all ofthe rights and remedies described in the Master Lease, including, withoutlimitation, Section 7.08 of the Master Lease.  In addition to or in combinationwith the foregoing remedies, if Subtenant is in default of this Sublease(following the expiration of all applicable cure periods without cure) on thePhase I Delivery Date, the Phase II Delivery Date, the Phase III Delivery Dateor the delivery date as to the Expansion Premises, then Sublandlord, in its soleand absolute discretion, may elect not to deliver the applicable Phase of theSublease Premises or the Expansion Premises to Subtenant unless and untilSubtenant has cured such default in full (in which event Sublandlord's electionto delay such delivery date shall not affect or extend the applicable RentCommencement Date as to such Phase or the Expansion Premises).

13.2	Any holdover by Subtenant of any portion of theSublease Premises beyond the scheduled expiration date shall result in thepayment of monthly holdover rent equal to One Hundred Fifty Percent (150%) ofthe amount of Base Rent and Additional Rent payable by Subtenant during the lastmonth of the Sublease Term under this Sublease plus any other sums payable bySublandlord pursuant to Section 7.17 of the Master Lease or otherwise.Notwithstanding the foregoing, Subtenant shall have no right to holdover anyportion of the Sublease Premises without the consent ofSublandlord.

13.3	In the event of a non-monetary default by Subtenantunder the Sublease, Subtenant shall have the same notice and cure rightsprovided for in the Master Lease as Sublandlord would have for a similar defaultunder the Master Lease, except that Subtenant's time to cure shall not exceedSeventy-Five Percent (75%) of the corresponding time under the MasterLease.

13.4	Sublandlord shall promptly notify Subtenant inwriting of any default by either Sublandlord or Master Landlord under the termsand conditions of the Master Lease that affects Subtenant's rights under thisSublease.

13.5	In accordance with the provisions of Section6.3 above, Subtenant's failure to timely deliver the L-C to Sublandlord inaccordance with the requirements of Section 6.1 above on or before July 7, 2003shall constitute a material default by Subtenant under this Sublease and, ifSubtenant thereafter fails to deliver the L-C in accordance with the provisionsof Section 6.1 within two (2) business days following Sublandlord's writtendemand for immediate delivery of the L-C, such failure shall constitute animmediate and uncurable material default by Subtenant under this Sublease and insuch event Sublandlord shall immediately and without notice be able to pursueall remedies for such default available at law or in equity including, withoutlimitation, all of the rights and remedies available under the Master Leaseincluding, without limitation, Section 7.08 of the Master Lease (but without anyof the notice or cure periods set forth in the Master Lease applying to suchdefault).

Alterations.
14.1	Subtenant shall not make any alterations, additionsor improvements (collectively, "Alterations") in or to the Sublease Premises ormake changes to locks on doors or add, disturb or in any way change any plumbingor wiring without obtaining the prior written consent of Sublandlord and MasterLandlord.  Any Alterations must be done in full compliance with the provisionsof Section 5.08 of the Master Lease and all other applicable provisions of theMaster Lease; provided, however, that in all instances concerning Sublandlord'sapproval of Subtenant's Alterations, the time period in which Sublandlord shallhave to grant or withhold its consent to such Alterations shall equal OneHundred Fifty Percent (150%) (rounded up to the next full day) of thecorresponding time period under the Master Lease (i.e., if Master Landlord hasten (10) business days to approve an Alteration, Sublandlord shall have fifteen(15) business days in which to approve the same Alteration).  All Alterationsshall be made at Subtenant's sole cost and expense and by contractors ormechanics approved by Sublandlord and Master Landlord, shall be made at suchtimes and in such manner as Sublandlord may from time to time designate, andshall become the property of Sublandlord without its obligation to pay for suchAlterations.  All work with respect to any Alterations shall be performed in agood and workmanlike manner, shall be of a quality equal to or exceeding thethen existing construction standards for Building D and shall be constructed incompliance with all plans approved by Sublandlord and Master Landlord.Alterations shall be diligently prosecuted to completion to the end that theSublease Premises shall be at all times a complete unit except during the periodnecessarily required for such work.  All Alterations shall be made strictly inaccordance with all laws, regulations and ordinances relating thereto, includingall building codes and regulations and the ADA.  Subtenant, at its sole cost andexpense, shall obtain any and all permits and consents of applicablegovernmental authorities (collectively "Permits") in connection with allAlterations.  Subtenant shall be liable to Sublandlord and Landlord for thereasonable costs of any improvements to the Project and Building D (whether ornot on the Sublease Premises) which may be required as a consequence ofSubtenant's Alterations.  Before commencing any alterations, additions orimprovements costing in excess of Fifty Thousand Dollars ($50,000), Subtenant,at Subtenant's cost, shall obtain and deliver to Sublandlord a performance bondand a labor and materials payment bond for the benefit of Sublandlord, issued bya corporate surety licensed to do business in California and acceptable toSublandlord, each in the amount of One Hundred Twenty-Five Percent (125%) of thecost of the work in a form satisfactory to Sublandlord.  No Work or interiorimprovements installed in the Sublease Premises may be removed unless the sameare promptly replaced with Work or interior improvements of the same or betterquality.  Sublandlord hereby reserves the right to require any contractor,subcontractor or materialman working in or providing materials to the SubleasePremises to provide lien waivers and liability insurance covering theAlterations to the Sublease Premises.  Subtenant shall give Master Landlord andSublandlord ten (10) days written notice prior to the commencement of anyAlterations and shall allow Master Landlord and Sublandlord to enter theSublease Premises and post appropriate notices to avoid liability to contractorsor material suppliers for payment for any Alterations.  All Alterations shallremain in and be surrendered with the Sublease Premises as a part thereof at thetermination of this Sublease, without disturbance, molestation or injury,provided that each of Master Landlord and/or Sublandlord may require anyAlterations to be removed upon termination of this Sublease in their sole andabsolute discretion.  In such event, all expenses to remove said Alterations andto restore the Sublease Premises to normal building standards shall be paid bySubtenant.

Indemnification.
Subtenant shall indemnify, defend and hold Sublandlord andMaster Landlord and their respective employees, agents, contractors,subcontractors, consultants, officers, directors, parents, subsidiaries,affiliates, members, managers, constituent partners, invitees and licenseesharmless from all claims, damages, losses, liabilities, costs and expenses,including, without limitation, any sums for which Sublandlord may be liable toMaster Landlord under any indemnity or hold harmless in the Master Lease("Master Lease Indemnity") and reasonable attorneys' fees and costs, arisingfrom: (a) Subtenant's use of the Sublease Premises or the conduct of itsbusiness or any activity, work, or thing done, permitted or suffered bySubtenant in or about the Sublease Premises, (b) any breach or default in theperformance of any obligation to be performed by Subtenant under the terms ofthis Sublease (or any consents thereto) and (c) any act, neglect, fault oromission of Subtenant or of its directors, officers, agents, employees,licensees or invitees, provided that, except for a Master Lease Indemnity, in noevent shall Subtenant be liable for special, consequential or punitive damages.In case any action or proceeding shall be brought against Sublandlord by reasonof any such claim, Subtenant upon notice from Sublandlord shall defend the sameat Subtenant's expense by counsel approved in writing by Sublandlord.  To thefullest extent permitted by law, Subtenant, as a material part of theconsideration to Sublandlord, hereby assumes all risk of and waives all claimsagainst Sublandlord with respect to damage to property or injury to persons in,upon or about the Sublease Premises from any cause whatsoever except that whichis caused by the failure of Sublandlord to observe any of the terms andconditions of this Sublease where such failure has persisted for an unreasonableperiod of time after written notice to Sublandlord of such failure, providedthat in no event shall Sublandlord be liable for special, consequential orpunitive damages.

Damage to Subtenant's Property.
Notwithstanding anything to the contrary in thisSublease, Master Landlord and Sublandlord and its directors, officers and agentsshall not be liable for (a) any damage to any property entrusted to employees ofBuilding D or its property managers, (b) loss or damage to any property by theftor otherwise, (c) any injury or damage to persons or property resulting fromfire, explosion, falling plaster, steam, gas, electricity, water or rain whichmay leak from any part of Building D or from the pipes, appliances or plumbingwork therein or from the roof, street or sub-surface or from any other place orresulting from dampness or any other cause whatsoever, or (d) any damage or lossto the business or occupation of Subtenant arising from the acts or neglect ofother tenants or occupants of, or invitees to, Building D.  Subtenant shall giveprompt notice to Sublandlord and Master Landlord in case of fire or accident inthe Sublease Premises or in Building D or of defects therein or in the fixturesor equipment.

Subtenant's Insurance.
17.1	Subtenant, at its sole cost and expense, shallmaintain or cause to be maintained from and after the Commencement Date andthroughout the Term, the commercial general liability and umbrella liabilityinsurance (including premises operation, bodily injury, automobile operation,personal injury, death, products, and completed operations, broad formcontractual liability and broad form property damages), a policy or policies ofAll Risk or Special Form fire and casualty insurance (including sprinklerleakage and water damage coverage) insuring the full replacement cost of allExisting Improvements (defined in Section 17.3 below) in the SubleasePremises on the Commencement Date, all Tenant Improvements, all Alterations andall of Subtenant's moveable furniture, fixtures, equipment, trade fixtures andother personal property in the Subleased Premises (collectively, "Tenant'sInsured Property") and worker's compensation and employer's liability insurance,all in the amounts and otherwise satisfying the requirements of Section 6.2 ofthe Master Lease.  Sublandlord and Master Landlord shall be named as additionalinsureds on Subtenant's liability policies and as loss payees under Subtenant'sfire and casualty policies.  Prior to the time such insurance is first requiredto be carried by Subtenant and thereafter at least thirty (30) days prior to theexpiration of any such policy, Subtenant shall deliver to Sublandlordcertificates evidencing all required insurance.

17.2	Subtenant hereby waives on behalf of itself and onbehalf of its insurers any and all rights of recovery against Sublandlord,Master Landlord and the officers, employees, agents and representatives ofSublandlord or Master Landlord on account of loss or damage occasioned toSubtenant or its property or the properties of others under its control causedby fire or any of the extended coverage risks described hereunder to the extentthat such loss or damage is insured under any insurance policy in force at thetime of such loss or damage or required to be carried hereunder.  If necessaryfor its effectiveness, Subtenant shall give notice to its insurance carrier ofthe foregoing waiver of subrogation.  Sublandlord hereby waives on behalf ofitself and on behalf of its insurers any and all rights of recovery againstSubtenant and its officers, employees, agents and representatives on account ofdamage to the Sublandlord or its property or the properties of others under itscontrol caused by fire or any of the extended coverage risks described herein tothe extent that such loss or damage is insured under any insurance policy inforce at the time of such loss or damage or required to be carriedhereunder.

17.3	If this Sublease is terminated by Subtenant,Sublandlord or Master Landlord as a consequence of a casualty in accordance withany of the provisions of Section 7.07 of the Master Lease, then all proceeds ofSubtenant's insurance payable in connection with all of the existingimprovements in the Sublease Premises on the Commencement Date ("ExistingImprovements"), all Tenant Improvements and all Alterations thereafterconstructed by or for Subtenant shall be payable as follows:  (i) if (a) MasterLandlord or Sublandlord elects to terminate the Master Lease (thus automaticallyterminating this Sublease) or (b) if Sublandlord or Subtenant elects toterminate this Sublease and Master Landlord elects not to repair or restore theProject, then Sublandlord shall be paid all the proceeds of insurance withrespect to the Existing Improvements and the Tenant Improvements and Subtenantshall be paid all the proceeds of insurance with respect to its Alterations and(ii) if (x) Sublandlord elects to terminate the Master Lease (thus automaticallyterminating this Sublease) or if Sublandlord or Subtenant elect to terminatethis Sublease but (y) Master Landlord elects to repair or restore the Project,then Master Landlord shall be entitled to receive all of the insurance proceedspayable in connection with the Existing Improvements, the Tenant Improvementsand all Alterations

Services.
Except to the extent expressly provided in thisSublease, Sublandlord shall not be liable for, and Subtenant shall not beentitled to any abatement of rent by reason of (a) the failure to furnish ordelay in furnishing any of the services when such failure is caused by accident,breakage, repairs, strikes, lockouts or other labor disturbances or labordisputes of any character, or by any other cause, similar or dissimilar, beyondthe reasonable control of Sublandlord or Master Landlord or by the making of anyrepairs or improvements to the Subleased Premises or to Building D or theProject or (b) the limitation, curtailment, rationing or restrictions on use ofwater, electricity, gas or any other utility servicing the Sublease Premises orBuilding D by any utility or governmental agency.  Subtenant shall not connectany electrical equipment to Building D's electrical distribution system whichmay overload the electrical capacity of Building D or the Subleased Premises.At any time that Subtenant's use of electricity exceeds a reasonable amount ofelectricity, as reasonably determined by Sublandlord or Master Landlord,Sublandlord shall have the right at any time to install, at Subtenant's solecost and expense, an electric current meter in the Sublease Premises or toconduct an electric current usage survey in order to measure the amount ofelectric current consumed on the Sublease Premises.

Time.
Time is of the essence of this Sublease.

Right to Perform.
If Subtenant shall fail to pay any sum of moneyrequired to be paid by it hereunder, or shall fail to perform any other act onits part to be performed hereunder, and such failure shall continue for three(3) days after notice thereof by Sublandlord, Sublandlord may, but shall not beobligated so to do, and without waiving or releasing Subtenant from anyobligations of Subtenant, make any such payment or perform any such other act onSubtenant's part to be made or performed as provided in this Sublease. Subtenantshall reimburse Sublandlord for all costs incurred in connection with suchpayment or performance immediately upon demand.

Non-Waiver.
Neither the acceptance of rent nor any other act oromission of Sublandlord at any time or times after the happening of any eventauthorizing the cancellation or forfeiture of this Sublease shall operate as awaiver of any past or future violation, breach or failure to keep or perform anycovenant, agreement, term or condition hereof, or deprive Sublandlord of itsright to cancel or forfeit this Sublease, upon the notice required by law, atany time that cause for cancellation or forfeiture may exist, or be construed soas to at any future time prevent Sublandlord from promptly exercising any otheroption, right or remedy that it may have under any term or provision of thisSublease.

Notices.
All notices under this Sublease shall be in writing asfollows:

If to Sublandlord:
CHARLES SCHWAB & CO, INC.