OFFICE SUBLEASE

Exhibit 10.24

OFFICE SUBLEASE

THIS SUBLEASE is made and entered into this 1 day of May, 2009, by and between Municipal Mortgage & Equity, LLC, a Delaware limited liability company (“Sublandlord”) and Walter Investment Management Corp., a Maryland corporation (“Subtenant”).

     1. BASIC LEASE PROVISIONS. As used in this Sublease, the following initial capitalized terms in this Section 1 shall have the meanings set forth in this Section 1 :

621 East Pratt Street, Suite 300
Baltimore, MD 21202
Attn: General Counsel

With a copy to:

Richard D. Eckhard, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, FL 33602

Prime Landlord’s Address (for notices):
c/o UBS Realty Investors LLC
242 Trumbull Street
Hartford, Connecticut 06103-1212

With a copy to:

Advantis Real Estate Services Co.
4300 W. Cypress Street
Tampa, Florida 33607
Attn: Property Manager, Bayport Plaza

     2. PRIME LEASE. Sublandlord is the tenant under the Prime Lease identified in Section 1(F). Sublandlord and Subtenant acknowledge that Sublandlord has delivered to Subtenant a copy of the Prime Lease between Prime Landlord and Sublandlord.

     3. SUBLEASE. Sublandlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of Subtenant to be performed, hereby subleases to Subtenant, and Subtenant accepts from Sublandlord, certain Premises described in Section 1(B) and located in the Building.

     4. SUBLEASE TERM. The Sublease Term will commence on the Commencement Date specified in Section 1(H) and expire on the Expiration Date specified in Section 1(I), unless sooner terminated as otherwise provided elsewhere in the Sublease.

     5. POSSESSION. Sublandlord agrees to deliver possession of the Premises on or before the Commencement Date in “AS-IS” condition as of the execution and delivery of this Sublease by Sublandlord, reasonable wear and tear excepted. Subtenant has fully inspected the Premises and accepts them in their “AS-IS” condition. Sublandlord makes no representations, express or implied, as to the condition of the Premises or their suitability for Subtenant’s use, and Subtenant acknowledges that Sublandlord will have no obligation to make any improvements or repairs to the Premises. Sublandlord will cooperate with Subtenant in requesting Prime Landlord’s consent for Subtenant’s pro rata share of Building directory signage and signage at the entrance to the Premises for Subtenant.

     Sublandlord agrees to provide, and Subtenant agrees to purchase, certain furniture located in the Premises, a full inventory of which is attached hereto as Exhibit B, in its “as is, where is” condition, without any representation or warranty, express or implied, of any kind whatsoever, for One Hundred Fifty Thousand Seven Hundred Sixty Two Dollars and NO/100 Cents ($150,762.00), together with any applicable Florida sales and use tax (the “Furniture Payment”). No later than delivery of possession of the Premises to Subtenant, Subtenant will deliver $136,000 of the Furniture Payment to Escrow Agent in accordance with Section 34 below and the balance of the Furniture Payment to Sublandlord.

     6. TENANT’S USE. The Premises shall be used and occupied only for the Subtenant’s Use set forth in Section 1(M).

     7 .  RENT. Beginning on the Commencement Date, Subtenant agrees to pay the Base Rent to the Payee of Rent at the Payment Address, or to another payee or at another address designated by notice from Sublandlord to Subtenant, without prior demand and without any deduction. Base Rent is to be paid in equal monthly installments in advance on the first day of each month of the Sublease Term. Base Rent will be pro-rated for partial months at the beginning and end of the Sublease Term. All charges, costs and sums required to be paid by Subtenant to Sublandlord under this Sublease in addition to Base Rent are to be deemed “Additional Rent”, and Base Rent and Additional Rent are collectively referred to as “Rent”. Subtenant’s covenant to pay Rent is independent of every other covenant in this Sublease. If Rent is not paid when due,

Subtenant must pay, relative to the delinquent payment, an amount equal to the sum which would be payable by Sublandlord to Prime Landlord for late payment under the Prime Lease.

     8. ADDITIONAL RENT.

     9. TENANT’S OBLIGATIONS. Subtenant will be responsible for, and will pay the following:

     10. QUIET ENJOYMENT. Sublandlord represents that it has full power and authority to enter into this Sublease, subject to the consent of the Prime Landlord, if required under the Prime Lease. So long as no Event of Default (defined in Section 23) has occurred, Subtenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through, or under Sublandlord.

     11. TENANT’S INSURANCE. Subtenant must procure and maintain, at its own cost and expense, all such insurance as is required to be carried by the tenant under the Prime Lease,

naming Sublandlord, as well as Prime Landlord, in the manner required therein and such property insurance as is required to be carried by the tenant under the Prime Lease to the extent such property insurance pertains to the Premises. If the Prime Lease requires Sublandlord to insure leasehold improvements or alterations, then Subtenant shall insure the leasehold improvements and alterations made by Subtenant in the Premises and Sublandlord shall insure the balance of the leasehold improvements and alterations. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required hereunder not later than ten (10) days prior to Subtenant’s taking possession of the Premises. Each party hereby waives claims against the other for property damage provided such waiver shall not invalidate the waiving party’s property insurance; each party will attempt to obtain from its insurance carrier a waiver of its right of subrogation. Subtenant hereby fully waives any present or future claims against Sublandlord for property damage to the Premises or its contents. Subtenant hereby waives claims against Prime Landlord for property damage to the Premises or its contents if and to the extent that Sublandlord waives such claims against Prime Landlord under the Prime Lease. Subtenant agrees to obtain, for the benefit of Prime Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are required of Sublandlord under the Prime Lease.

     12. ASSIGNMENT OR SUBLETTING.

     13. RULES. Subtenant agrees to comply with all rules and regulations that Prime Landlord has made or may hereafter from time to time make for the Building. Sublandlord will not be liable in any way for damage caused by the non-observance by any of the other tenants of such similar covenants in their leases or of such rules and regulations.

     14. REPAIRS AND COMPLIANCE. Subtenant must promptly pay for the repairs provided for in Section 9(C) and Subtenant must, at its expense, comply with all laws, ordinances, rules, regulations, requirements and orders of all governmental authorities, including without limitation the Americans with Disabilities Act of 1990 and all regulations promulgated pursuant thereto (the “ADA”) , and of all insurance bodies and their fire prevention engineers at any time in force during the Sublease Term which are applicable to the Premises (“Legal Requirements”).

     15. RENT ABATEMENT. If Sublandlord is entitled, under the Prime Lease, to a rent abatement as a result of a fire or other casualty or as a result of a taking under the power of eminent domain, then Subtenant will be entitled to a rent abatement calculated by multiplying the area of the Premises made untenantable by the Rent per square foot payable from time to time during the period of the abatement. If the Prime Lease imposes on Sublandlord the obligation to repair or restore leasehold improvements or alterations, Subtenant will be responsible for repair or restoration of leasehold improvements or alterations, subject to the terms of the Prime Lease.

     16. ALTERATIONS. Subtenant may not make any alterations in or additions to the Premises (“Alterations”) if to do so would constitute a default under the Prime Lease. If Subtenant’s proposed Alterations would not constitute a default under the Prime Lease, Sublandlord’s consent thereto will nonetheless be required, but Sublandlord’s consent to such Alterations may not be unreasonably withheld, delayed or conditioned, and if Sublandlord consents thereto, Sublandlord will use reasonable efforts (at Subtenant’s sole cost) to obtain the consent of Prime Landlord, if such consent is required under the Prime Lease. If Alterations by Subtenant are permitted or consented to as aforesaid, Subtenant must comply with all of the covenants of Sublandlord contained in the Prime Lease pertaining to the performance of such Alterations. In addition, Subtenant shall indemnify, defend and hold harmless Sublandlord against liability, loss, cost, damage, liens and expense imposed on Sublandlord arising out of the performance of Alterations by Subtenant.

     17. SURRENDER. At the expiration or termination of this Sublease or of the Subtenant’s right to possession of the Premises, Subtenant will at once surrender and deliver the Premises, together with their improvements, to Sublandlord in good condition and repair, reasonable wear and tear excepted; conditions existing because of Subtenant’s failure to perform maintenance, repairs or replacements as required of Subtenant under this Sublease shall not be

deemed “reasonable wear and tear”. The improvements to be surrendered and delivered include all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment, as well as fixed partitioning, drapery, wall covering and paneling, built-in cabinet work and carpeting installations. Subtenant must deliver to Sublandlord ail keys, lock combination and key card access information as to the Premises. All Alterations to the Premises made by Subtenant will become a part of and will remain upon the Premises without compensation to Subtenant.. Subtenant must remove all or any portion of the Alterations made by Subtenant which Prime Landlord will require Sublandlord to remove under the Prime Lease. If Subtenant is required to remove Alterations, Subtenant must restore the Premises to a condition reasonably similar as prior to the making of the Alteration and as required under the Prime Lease, repairing any damage resulting from the removal or restoration. If Subtenant does not remove the Alterations in accordance with this Section, Sublandlord may remove the Alterations (and repair any damage occasioned thereby) and dispose of them, and Subtenant must pay the costs of the removal, repair, and disposal on demand. As between Sublandlord and Subtenant, Subtenant will not be required to remove any Alterations performed by Sublandlord prior to the Commencement Date or to restore the Premises to their condition prior to the making of those Alterations. If, however, the Sublease Term expires at or about the date of the expiration of the Prime Lease, and if Sublandlord is required under the Prime Lease to remove any Alterations performed prior to the Commencement Date, Subtenant will permit Sublandlord, upon notice, to enter the Premises for a reasonable period of time prior to the expiration of the Sublease Term, subject to such conditions as Subtenant may reasonably impose, for the purpose of removing its Alterations and restoring the Premises as required.

     18. REMOVAL OF SUBTENANT’S PROPERTY. Prior to the expiration or earlier termination of the Sublease, Subtenant must remove all of its contents, including trade fixtures, machinery, equipment, furniture and furnishings (“Personalty”). Subtenant must repair any damage to the Premises or Building resulting from the removal and restore the Premises to a reasonably similar condition as prior to their installation and as required under the Prime Lease. If Subtenant does not remove the Personalty on or before the expiration date or earlier termination date of the Sublease, Sublandlord may, at its option, remove them (and repair any resulting damage) and store, dispose of or deliver the Personalty to any other place of business of Subtenant, and Subtenant will pay the cost to Sublandlord on demand, or Sublandlord may treat the Personalty as having been conveyed to Sublandlord with this Sublease as a Bill of Sale, without further payment or credit by Sublandlord to Subtenant.

     19. HOLDING OVER. Subtenant will have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant’s right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises. Additionally, Subtenant acknowledges that its holdover under this Sublease (or the holdover of any party claiming by, though or under Subtenant) will result in Sublandlord holding over under the Prime Lease, and in that event, Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all damages and holdover rental obligations payable by Sublandlord to Prime Landlord by reason of such holdover. For each month or partial month

that Subtenant or any party claiming by, through or under Subtenant holds over, Subtenant must pay, as minimum damages and not as a penalty, monthly rental at a rate equal to double the rate of Base Rent and Additional Rent payable by Subtenant immediately prior to the holdover. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. Subtenant’s obligations under this section will survive termination of this Sublease.

     20. ENCUMBERING TITLE. Subtenant may not do anything which may encumber the title of Prime Landlord in and to the Building or the Land, nor may the interest or estate of Prime Landlord or Sublandlord be subject to any claim by way of lien or encumbrance caused by Subtenant. Any claim to, or lien upon, the Premises, the Building or the Land arising from any act or omission of Subtenant will accrue only against the subleasehold estate of Subtenant and will be subordinate to the rights of Prime Landlord in and to the Building and the Land and the interest of Sublandlord in the premises leased pursuant to the Prime Lease. Specifically, Subtenant may not permit the Premises, the Building or the Land to become subject to any mechanics’ lien on account of labor or material furnished to Subtenant or claimed to have been furnished to Subtenant in connection with work of any character performed or claimed to have been performed on the Premises by or at the direction or sufferance of Subtenant, provided, however, that if permitted under the Prime Lease, Subtenant will have the right to contest in good faith if done with reasonable diligence, the validity of any lien or claimed lien if Subtenant gives to Prime Landlord and Sublandlord such security as may be deemed satisfactory to them to assure payment and to prevent any sale, foreclosure, or forfeiture of the Premises, the Building or the Land by reason of non-payment. On final determination of the lien or claim of lien, Subtenant must immediately pay any judgment rendered, with all costs and charges, and must have the lien released and any judgment satisfied.

     21. INDEMNITY. Subtenant agrees to indemnify Sublandlord and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Prime Landlord or other party, arising from the acts or omissions of Subtenant or occurrences in the Premises, including without limitation those which are the subject matter of any indemnity or hold harmless of Sublandlord to Prime Landlord under the Prime Lease.

     22. SUBLANDLORD’S RESERVED RIGHTS. Sublandlord reserves the right, on reasonable prior notice during regular business hours, to inspect the Premises, or to exhibit the Premises to persons having a legitimate interest at any time during the Sublease Term.

     23. DEFAULTS. Subtenant agrees that any one or more of the following events will be considered Events of Default:

     24. REMEDIES. Upon the occurrence of any one or more Events of Default, Sublandlord may exercise any remedy against Subtenant which Prime Landlord may exercise for default by Sublandlord under the Prime Lease. Failure by Sublandlord to perform any of its obligations under this Sublease and continuation of such failure for 30 days after notice from Subtenant of Sublandlord’s breach will constitute a default by Sublandlord. Upon the occurrence of any such default, Subtenant may, at its option, exercise any and all remedies available to Subtenant in equity or law.

     25. NOTICES AND CONSENTS. All notices, demands, requests, consents, approvals, agreements or other communications (“Communications”) which may or are required to be given by either party to the other must be in writing and will be deemed given when received or refused if sent by United States registered or certified mail, postage prepaid, return receipt requested or if sent by overnight commercial courier service (a) if to Subtenant, addressed to Subtenant at Subtenant’s Address or at such other place as Subtenant may from time to time designate by notice to Sublandlord or (b) if to Sublandlord, addressed to Sublandlord at Sublandlord’s Address or at such other place as Sublandlord may from time to time designate by notice to Subtenant. Each party agrees promptly to deliver a copy of each Communication from the other party to Prime Landlord, and promptly to deliver to the other party a copy of any Communication received from Prime Landlord either asserting a breach of the Prime Lease or pertaining to a matter which reasonably could materially and adversely affect the other party’s rights and obligations under the Sublease or Prime Lease. The copies must be delivered by commercial courier for delivery on the next business day.

     26. PROVISIONS REGARDING SUBLEASE. This Sublease and all the rights of parties hereunder are subject and subordinate to the Prime Lease. If the Prime Lease terminates before the expiration of the term of this Sublease, Sublandlord will not be liable to Subtenant for any damages arising out of such termination, unless such termination results from a default by Sublandlord under the Prime Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Prime Lease. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Prime Lease and specifically to allocate those rights and obligations in this Sublease agreement. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Prime Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a default by Subtenant which might cause a default or event of default by Sublandlord under the Prime Lease:

     27. ADDITIONAL SERVICES. Sublandlord will cooperate with Subtenant to request Prime Landlord to provide services required by Subtenant in addition to those otherwise required to be provided by Prime Landlord under the Prime Lease. Subtenant must pay Prime Landlord’s

charge for such services promptly after having been billed therefor by Prime Landlord or by Sublandlord. If at any time a charge for such additional services is attributable to the use of such services both by Sublandlord and by Subtenant, the cost thereof will be equitably divided between Sublandlord and Subtenant.

     28. PRIME LANDLORD’S CONSENT. This Sublease and the obligations of the parties under it are expressly conditioned upon Sublandlord’s obtaining Prime Landlord’s written consent to this Sublease. Subtenant will promptly deliver to Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord’s approval of this Sublease) with respect to the nature and operation of Subtenant’s business and/or the financial conditi