exv10w24







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:




	 	A.	 	Property Address: The hereinafter described Premises are
located within that certain Building (the “Building”) known as Bayport Plaza,
having an address of 3000 Bayport Drive, Tampa, Florida 33607, located on the
Land on which the Building is situated and all Common Areas, as further defined
in the Prime Lease.
	 
	 	B.	 	Premises: The space located on the 11th floor of the
Building and depicted on the floor plan attached hereto as Exhibit A
and deemed for purposes of this Sublease to contain 25,127 rentable square
feet.
	 
	 	C.	 	Subtenant’s Address until the Commencement Date: Corporate
Center Two, 10th Floor, 4211 W. Boy Scout Boulevard, Tampa, Florida
33607, thereafter, the Premises
	 
	 	D.	 	Sublandlord’s Address (for notices):






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




	 	E.	 	Prime Landlord: Bayport Plaza Investors LLC






Prime Landlord’s Address (for notices):

c/o UBS Realty Investors LLC
 242 Trumbull
Street
 Hartford, Connecticut 06103-1212


With a copy to:



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Advantis Real Estate Services Co.

4300 W. Cypress Street

Tampa, Florida 33607

Attn: Property Manager, Bayport Plaza




	 	F.	 	Identification of Prime Lease and all amendments thereto: Office Lease Agreement dated
February 2, 2005 by and between Bayport Plaza Investors, LLC as Landlord, and Municipal
Mortgage & Equity, LLC as Tenant; Amendment to Lease Agreement
dated July 6, 2006
(collectively, the “Prime Lease”)
	 
	 	G.	 	Sublease Term: 83 and 1/2 months
	 
	 	H.	 	Commencement Date: May 15, 2009
	 
	 	I.	 	Expiration Date: April 29, 2016
	 
	 	J.	 	Base Rent:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Base Rent per	 	 	 	 
	Month	 	RSF	 	Annual Rent	 	Monthly Rent
	1-12
	 	$	21.00	 	 	$	527,667.00	 	 	$	43,972.25	 
	13-24
	 	$	21.63	 	 	$	543,497.01	 	 	$	45,291.42	 
	25-36
	 	$	22.28	 	 	$	559,801.92	 	 	$	46,650.16	 
	37-48
	 	$	22.95	 	 	$	576,595.98	 	 	$	48,049.66	 
	49-60
	 	$	23.64	 	 	$	593,893.86	 	 	$	49,491.15	 
	61-72
	 	$	24.34	 	 	$	611,710.67	 	 	$	50,975.89	 
	73-84
(84 is a partial month)
	 	$	25.08	 	 	$	630,061.99	 	 	$	52,505.17	 







	 	K.	 	Payee of Rent: Municipal Mortgage & Equity, LLC
	 
	 	L.	 	Payment Address: 621 East Pratt Street, Suite 300, Baltimore, MD 21202, Attention:
Accounts Payable
	 
	 	M.	 	Subtenant’s Use: General, administrative and executive offices consistent with the
standards of a “Class A” office building.
	 
	 	N.	 	Broker: CB Richard Ellis on behalf of Sublandlord, and Jones Lang LaSalle on behalf of
Subtenant





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     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,



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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.




	 	A.	 	If and to the extent that Sublandlord is obligated to pay
additional rent under the Prime Lease as a result of any act or omission of
Subtenant (but excluding Operating Expenses, Utility Expenses and Taxes as
defined in the Prime Lease) Subtenant must pay to Sublandlord such additional
rent within five (5) days after demand.
	 
	 	B.	 	Subtenant must pay with each installment of Rent hereunder, any
and all sales, use or rental tax imposed upon such Rent.





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




	 	A.	 	All utility consumption costs directly contracted for by
Subtenant, including without limitation, the cost of any telephone services and
equipment as may be required by Subtenant in its use of the Premises. Subtenant
shall hold Sublandlord harmless from all costs or expenses Sublandlord may
incur from Subtenant’s failure to pay such utility bills or to perform any of
its obligations with respect to the purchase of utilities.
	 
	 	B.	 	All costs charged by Prime Landlord in connection with
providing the Premises: (i) HVAC services outside of Normal Business Hours, and
(b) any excess utility consumption under Article 5 of the Prime Lease.
	 
	 	C.	 	All maintenance, repairs and replacements to the Premises and
its equipment necessary to maintain same in first class condition and in
compliance with the requirements imposed under the Prime Lease, including
performing all obligations relating to maintenance, repair and replacement
imposed upon Sublandlord under the Prime Lease (including without limitations,
those resulting from any obligation of Sublandlord to comply with laws,
ordinances, orders, rules and regulations of all governmental authorities and
insurance bodies applicable to the Premises).





     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,



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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.




	 	A.	 	Subtenant may not, without Sublandlord’s prior written consent,
(i) assign, convey or mortgage this Sublease or any interest under it; (ii)
allow any transfer thereof or any lien upon Subtenant’s interest by operation
of law; (iii) further sublet the Premises or any part thereof; or (iv) permit
the occupancy of the Premises or any part thereof by anyone other than
Subtenant or its subsidiaries or affiliates (any of the foregoing herein
defined as a “Transfer”). Sublandlord’s consent to an assignment of this
Sublease or a further sublease of the Premises may not be unreasonably
withheld, delayed or conditioned. If Sublandlord consents to a proposed
Transfer, Sublandlord will use reasonable efforts to obtain the consent of
Prime Landlord. Any cost of obtaining Prime Landlord’s consent will be borne
by Subtenant. Further, Subtenant will reimburse Sublandlord for any reasonable
costs (including attorneys’ fees) incurred by Sublandlord in connection with
any Transfer.
	 
	 	B.	 	Subtenant has the right to assign this Sublease or further
sublet all or any part of the Premises to a Related Entity without
Sublandlord’s approval, but subject to Prime Landlord’s consent if such consent
is required under the Prime Lease. A “Related Entity” means a parent,
subsidiary, affiliate, or successor (by merger, consolidation, transfer of
assets, assumption or otherwise) of Subtenant.
	 
	 	C.	 	Subtenant acknowledges that the Prime Landlord has recapture
rights pursuant to Section 23(a) of the Prime Lease upon a request for Prime
Landlord’s consent to an assignment, sublease or other transfer. Any
requested Transfer by Subtenant may be subject to such recapture rights.




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	 	D.	 	No permitted Transfer will be effective unless and until any default by
Subtenant hereunder shall have been cured. No permitted Transfer will
relieve Subtenant from Subtenant’s obligations and agreements hereunder and
Subtenant will continue to be liable as a principal and not as a guarantor
or surety to the same extent as though no Transfer had been made.





     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



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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




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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:




	 	A.	 	Subtenant is alleged to be an involuntary bankrupt in a petition or answer filed against
Subtenant asking reorganization or liquidation of Subtenant under the Federal bankruptcy laws
as now or hereafter amended, or under the laws of any State, and any such filing has not been
dismissed within ninety (90) days from the date of such filing; or




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	 	B.	 	Subtenant files, or admits the jurisdiction of the court and the material allegations contained
in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the
Federal bankruptcy laws now or hereafter amended, or Subtenant institutes any proceedings for
relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of
debtors, readjustment of indebtedness, reorganization, arrangements, composition or
extension, the occurrence of which prevents Subtenant from meeting its obligations hereunder; or
	 
	 	C.	 	Subtenant makes an assignment for the benefit of creditors or applies for or consents to the
appointment of a receiver for Subtenant or any of the property of Subtenant, the occurrence
of which prevents Subtenant from meeting its obligations hereunder; or
	 
	 	D.	 	Subtenant publicly admits in writing its inability to pay its debts as they become due; or
	 
	 	E.	 	The Premises are levied on by any revenue officer or similar officer; or
	 
	 	F.	 	A decree or order appointing a receiver of the property of Subtenant is made and such decree
or order is not vacated, stayed or set aside within ninety (90) days from the date of entry or
granting thereof; or
	 
	 	G.	 	Subtenant abandons the Premises during the Sublease Term; or
	 
	 	H.	 	Subtenant defaults in any payment of Rent required to be made by Subtenant hereunder when due
as herein provided and such default continues for five (5) days after notice; or
	 
	 	I.	 	Subtenant defaults in securing insurance or in providing evidence of insurance as set forth
in Section 11 of this Sublease or defaults with respect to lien claims as set forth in Section
20 of this Sublease and either such default continues for five (5) days after notice; or
	 
	 	J.	 	Subtenant, by its act or omission to act, causes a default under the Prime Lease and such
default, if curable, is not cured within the time, if any, permitted for such cure under the
Prime Lease; or
	 
	 	K.	 	Subtenant defaults in any of the other covenants and agreements herein contained to be kept,
observed and performed by Subtenant, and such default continues for thirty (30) days after
notice; or
	 
	 	L.	 	The occurrence of any other event or circumstance denominated an “Event of Default” in this
Sublease.





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     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:




	 	A.	 	Provided Subtenant timely pays all Rent when and as due under this Sublease, Sublandlord will
pay, when and as due, all base rent, additional rent and other charges payable by Sublandlord
to Prime Landlord under the Prime Lease;
	 
	 	B.	 	Sublandlord will perform its covenants and obligations under the Prime Lease which do not
require for their performance possession of the Premises




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	 	 	 	and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord.
	 
	 	C.	 	Subtenant will perform all affirmative covenants and will refrain from performing any act
which is prohibited by the negative covenants of the Prime Lease, where the obligation to
perform or refrain from performing is by its nature imposed upon the party in possession of
the Premises. If practicable, Subtenant will perform affirmative covenants which are also
covenants of Sublandlord under the Prime Lease at least five (5) days prior to the date when
Sublandlord’s performance is required under the Prime Lease. Sublandlord will have the right
to enter the Premises to cure any default by Subtenant under this Section.
	 
	 	D.	 	Sublandlord will not agree to an amendment to the Prime Lease,, unless Sublandlord first
obtains Subtenant’s prior approval thereof, which consent may not be unreasonably withheld,
conditioned or delayed.
	 
	 	E.	 	Sublandlord hereby grants to Subtenant the right to receive all of the services and benefits
with respect to the Premises which are to be provided by Prime Landlord under the Prime Lease.
Sublandlord will have no duty to perform any obligations of Prime Landlord which are, by their
nature, the obligation of an owner or manager of real property. For example, Sublandlord will
not be required to provide the services or repairs which the Prime Landlord is required to
provide under the Prime Lease. Sublandlord will have no responsibility for or be liable to
Subtenant for any default, failure or delay on the part of Prime Landlord in the performance
or observance by Prime Landlord of any of its obligations under the Prime Lease, nor will such
default by Prime Landlord affect this Sublease or waive or defer the performance of any of
Subtenant’s obligations hereunder except to the extent that such default by Prime Landlord
excuses performance by Sublandlord, under the Prime Lease. Notwithstanding the foregoing,
the parties contemplate that Prime Landlord will, in fact, perform its obligations under the
Prime Lease and in the event of any default or failure of such performance by Prime Landlord,
Sublandlord agrees that it will, upon the specific written request of Subtenant, make demand
upon Prime Landlord to perform its obligations under the Prime Lease and, provided that
Subtenant specifically agrees to pay all costs and expenses of Sublandlord and provides
Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and
expenses, Sublandlord will take appropriate legal action to enforce 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



11









 







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 condition of Subtenant. This
Sublease and Prime Landlord’s consent hereto shall not (a) create privity of contract between Prime
Landlord and Subtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime
Landlord has expressly agreed to such amendment); or (c) be construed as a waiver of Prime
Landlord’s right to consent to any assignment of the Prime Lease by Sublandlord or any further
subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord’s right
to consent to any assignment by Subtenant of this Sublease or any sub-subletting of all or any part
of the Premises. If Prime Landlord fails to consent to this Sublease within thirty (30) days after
the execution and delivery of this Sublease, either party has the right to terminate this Sublease
by giving written notice thereof to the other at any time thereafter, but before Prime Landlord
grants such consent.



     29. BROKERAGE. Each party warrants to the other that it has had no dealings with any broker
or agent in connection with this Sublease other than the Broker as specified in Section 1(N), whose
commission will be paid by Sublandlord pursuant to the terms of a separate agreement. Each party
covenants to pay, hold harmless and indemnify the other party from and against any and all costs
(including reasonable attorneys’ fees), expense or liability for any compensation, commissions and
charges claimed by any other broker or other agent with respect to this Sublease or the negotiation
thereof on behalf of such party.



     30. FORCE MAJEURE. Neither party will be deemed in default with respect to any of the terms,
covenants and conditions of this Sublease if that party’s failure to timely perform same is due in
whole or in part to any strike, lockout, labor trouble (whether legal or illegal), civil disorder,
failure of power, restrictive governmental laws and regulations, riots, insurrections, war,
shortages, accidents, casualties, acts of God, delays caused directly by the other party or its
agents, employees and invitees, or any other cause beyond the reasonable control of Sublandlord.



     31. ATTORNEYS’ FEES. In case of any litigation concerning this Sublease, the prevailing
party will be entitled to recover from the losing party costs and reasonable attorneys’ fees
through all appeals.



     32. PARKING. To the extent transferable and subject to any necessary approval of the Prime
Landlord, Subtenant will be entitled to its pro rata share of the designated and undesignated
parking spaces to which Sublandlord is entitled under the Prime Lease, subject to and in accordance
with the terms and conditions governing parking under the Prime Lease and subject to Subtenant
paying to Sublandlord the fees for such parking spaces pursuant to
the Prime Lease. Subtenant’s



12









 







pro rata share will be equal to seventy four percent (74%), dividing the rentable area of the
Premises by the rentable area of the premises leased by Sublandlord from Prime Landlord pursuant to
the Prime Lease. In the event the rentable area of the Premises or the area of the premises leased
pursuant to the Prime Lease change during the Sublease Term, then this pro rata share is to be
recalculated.



     33. NO PERSONAL LIABILITY. The term “Sublandlord” as used in this Sublease will, to the
extent relating to any covenants or obligations to be performed on the part of Sublandlord and any
liability of Sublandlord arising hereunder, be limited to mean and include only the owner or owners
at the time in question of Sublandlord’s leasehold created under the Prime Lease (the “Leasehold”).
Subtenant acknowledges and agrees, for itself and its successors and assigns, that no trustee,
director, officer, employee or agent of Sublandlord will be personally liable for any of the terms,
covenants, or obligations of Sublandlord hereunder, and Subtenant will look solely to Sublandlord’s
interest in the Leasehold (including rents due under this Sublease) for the collection of any
judgment (or enforcement of any other judicial process) requiring the payment of money by
Sublandlord with respect to any of the terms, covenants and conditions of the Sublease to be
observed or performed by Sublandlord and no other property or assets of Sublandlord will be subject
to levy, execution or other enforcement procedures for the satisfaction of any obligation due
Subtenant or its successors or assigns.



     34. ESCROW OF CERTAIN PAYMENTS. Sublandlord and Subtenant have appointed Regions Bank
as Escrow Agent (“Escrow Agent”) to hold certain sums in accordance with this Section and the
Escrow Agreement attached hereto as Exhibit D. In accordance with Section 5 above, no
later than delivery of possession of the Premises to Subtenant, Subtenant will deliver to Escrow
Agent the sum of $136,000. Additionally, Subtenant will pay to Escrow Agent the first 4 monthly
installments of Base Rent together with Florida sales tax thereon (each installment being
$47,050.31, for an aggregate amount of $188,201.22). Except in the event that the Sublease has
terminated as a result of Sublandlord’s default under the Prime Lease (not caused by Subtenant’s
act or omission) within 2 years after the Commencement Date, the escrowed funds, with all interest
earned thereon, will be paid to Sublandlord in 18 approximately equal monthly disbursements,
beginning on the first day of the calendar month occurring on or after the second anniversary of
the Commencement Date (so that if the Commencement Date is May 15, 2009, payment of the escrowed
funds to Sublandlord will commence May 15, 2011). If the Sublease terminates as a result of
Sublandlord’s default under the Prime Lease (not caused by Subtenant’s act or omission), the
escrowed funds will be promptly paid to Subtenant to be applied to damages suffered by Subtenant as
a result of such termination, and Subtenant will furnish to Sublandlord a detailed accounting of
the application of those funds to Subtenant’s damages. If it is ultimately determined that the
escrowed funds delivered to Subtenant exceed the actual damages suffered by Subtenant as a result
of such Sublease termination (the “Excess Payment”), then Subtenant will promptly pay to
Sublandlord the amount of the Excess Payment together with interest at the rate such funds would
have earned had the funds remained in escrow.



[EXECUTION ON FOLLOWING PAGE]





13









 




     The parties have executed this Sublease the day and year first above written.


	 	 	 	 	 	 	 
	Signed in the presence of two witnesses:	 	SUBLANDLORD	 	 
	 	 	MUNICIPAL MORTGAGE & EQUITY, LLC	 	 
	 
	 	 	 	 	 	 
	(1)
/s/  Kristopher Aaron Wiebeck
 

     Kristopher Aaron Wiebeck
	 	 	 	 	 	 
	(Print name signed above)
	 	By:
	 	/s/ Jeff Muller
 

As its: SVP
	 	 
	(2)
/s/  Marie Crosby
	 	 	 	Jeff Muller	 	 
	 
	 	 	 		 	 
	Marie Crosby
	 	 	 	(Print name signed above)	 	 
	(Print name signed above)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed in the presence of two witnesses:	 	SUBTENANT	 	 
		 	WALTER INVESTMENT MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	(1)
/s/  Amber L. Kneeland
	 	 	 	 	 	 
	 
	 	 	 		 	 
	Amber L. Kneeland
	 	 	 	 	 	 
	(Print name signed above)
	 	By:
	 	/s/ Stuart D. Boyd
 

As its: Vice President
	 	 
	(2) /s/ Christine J. John
	 	 	 	Stuart D. Boyd	 	 
	 
	 	 	 		 	 
	      Christine J. John
	 	 	 	(Print name signed above)	 	 
	(Print name signed above)
	 	 	 	 	 	 




14







 




EXHIBIT A
PREMISES





15







 





EXHIBIT B

FURNITURE




Inventory for Suite 1100



68 work stations, 8x8 workstations. Each station contains:



Three sided work area

1 36” two-drawer lateral file

1 Rolling padded two-drawer file and storage area

1 Herman Miller office chair

2 Overhead storage bins, 48” each



44 private offices. This includes 35 L desks and nine back to front desks. Each office contains:



2 drawer lateral file with book shelf, 30 “ wide

1 Herman Miller office chair

5 overhead storage bins with lower storage shelf

1 guest chair

1 fixed three-drawer storage and file area




There are an additional 15 guest chairs in various offices

There are an additional 10 2-drawers laterals and book cases in various offices




Conference rooms



1 large conference room table with 20 high back leather chairs

1 medium conference room with 10 high back leather chairs

5 small conference areas with tables and a of 39 rolling chairs



Miscellaneous Seating areas



4 wood/cloth guest chairs

2 wood side tables

2 glass side tables

5 mobile wire guest chairs

1 reception area coffee table



Kitchen/break areas (4)



3 built in microwave ovens

2 large refrigerators

3 ice machines

2 coffee bar tables with 4 seats

2 round break room tables

1 long break room table

14 plastic break room chairs




16









 





Additional Storage



44 five-drawer lateral file cabinets, 40”



AV Equipment



Dell TV Screen

Pull down screen, automated

(2) Dell computer towers

(1) Dell Screen

(3) keyboards

(2) Sony DVD Players

(2) Sony VCRs

(1) Creston Equalizer

(2) Surge Protectors

(1) Armstrong Sound System

(1) In ceiling projector




17









 





EXHIBIT C




LANDLORD’S CONSENT TO SUBLEASE




                                        , 2009




	 	 	 	 	 
	TO:	 	MUNICIPAL MORTGAGE & EQUITY LLC (“Tenant” or “Master Tenant”)
	 

	 	Attn: General Counsel	 	 
	 
	 	 	 	 
	RE:

	 	Master Lease:
	 	That certain lease dated February 2, 2005,
between Bayport Plaza Investors LLC, a
Delaware limited liability company
(“Landlord”) of 242 Trumbull Street,
Hartford, Connecticut 06103-1212, and
Municipal Mortgage & Equity, LLC, a
Delaware limited liability company
(“Tenant”) of 621 East Pratt Street, Suite
300, Baltimore, MD 21202, and that certain
Amendment to Lease Agreement dated July 6,
2006, copies of which are attached hereto.
	 
	 	 	 	 
	 

	 	Premises:
	 	Approximately 33,909 rentable square feet
of space in the Building known as Bayport
Plaza (“Property”), located at 3000 Bayport
Drive, Tampa, Florida 33607.
	 
	 	 	 	 
	 

	 	Subtenant:
	 	Walter Investment Management Corp., a
Maryland corporation, its subsidiaries and
affiliates, with an address of 4211 W. Boy
Scout Blvd., Tampa, Florida 33607.
	 
	 	 	 	 
	 

	 	Sublet Premises:
	 	That portion of the Premises consisting of
approximately 25,127 rentable square feet
in the location set forth in Exhibit A
attached
hereto.
	 
	 	 	 	 
	 

	 	Sublease:
	 	That certain Sublease dated April      , 2009,
between Tenant and Subtenant, a copy of
which is attached hereto.






Dear                     :



Pursuant to Section 23 of the Master Lease, you, as Tenant under said Master Lease, have
requested the Landlord’s consent to sublease the Sublet Premises to the Subtenant. We hereby
consent to the Sublease of the Sublet Premises to the Subtenant, upon the following express terms
and conditions:




     1. The Sublease shall be subject and subordinate to the Master Lease and to all of its
terms, covenants, conditions, provisions and agreements, except as set forth below. Master Tenant
and Subtenant represent and warrant to Landlord that (i) the copy of the Sublease attached hereto
is true, complete and correct and constitutes the entire agreement between the parties, and (ii)
the Sublease shall not be modified, terminated or amended without prior thirty (30) days written
notice to Landlord.



18









 






     2. Subject to Section 5 below, the term of the Sublease shall automatically terminate upon the
termination of the Master Lease for any reason whatsoever, including, without limitation, the
termination of the Master Lease prior to the expiration of the term thereof pursuant to a written
agreement between Landlord and Tenant.



     3. The Subtenant shall be bound by all of the terms, covenants, conditions, provisions and
agreements of the Master Lease with respect to the Sublet Premises.



     4. Neither
the Sublease nor this Consent shall:




	 	(a)	 	Release or discharge the Tenant from any liability, whether
past, present or future, under the Master Lease;
	 
	 	(b)	 	Operate as a consent or approval by Landlord to any of the
terms, covenants, conditions, provisions or agreements of the Sublease, and
Landlord shall not be bound thereby, except as may be provided in Section 5
below;
	 
	 	(c)	 	Be construed to modify, waive or affect any of the terms,
covenants, conditions, provisions or agreements of the Master Lease, or to
waive any breach thereof, or any of Landlord’s rights as the landlord
thereunder, or to enlarge or increase Landlord’s obligations thereunder; or
	 
	 	(d)	 	Be construed as a consent by Landlord to any further subletting
either by Tenant or by the Subtenant or to any assignment by Tenant of the
Master Lease, or assignment by the Subtenant of the Sublease, it being clearly
understood that this Consent shall not in any way be construed to relieve
Tenant or Subtenant of the obligation to obtain Landlord’s prior written
consent to any further subletting or assignment;
	 
	 	(e)	 	Obligate Landlord to accept payments by or from Subtenant,
except as may be provided in Section 5 below.





     5. (a) In an event of Default (as defined in the Master Lease) by Tenant under the Master
Lease, the rent due from the Subtenant under the Sublease shall be deemed assigned to Landlord, and
Landlord shall have the right, at any time, upon such default at Landlord’s option, to give notice
of such assignment to the Subtenant, whereupon Subtenant shall pay all rent thereafter becoming due
and payable directly to Landlord. Landlord shall credit Tenant with any rent received by Landlord,
but the acceptance of any payment on account of rent from the Subtenant shall not release Tenant
from any liability under the Master Lease. Upon the occurrence of a Tenant’s Default which would
result in a termination of the Master Lease, Landlord agrees to allow Subtenant, at Subtenant’s
option, to assume the Master Lease from Tenant upon the same terms and conditions contained in the
Master Lease, including, without limitation, the assumption of the Master Lease with respect to the
entire Premises. Subtenant will provide notice to Landlord and Tenant of its intentions regarding
assumption of the Master Lease no later than ten (10) business days after Subtenant’s receipt of
notice of Tenant’s Default



19









 




(“Subtenant’s Assumption Notice”). Should Subtenant fail to deliver the Subtenant’s Assumption
Notice within the foregoing fifteen (15) day business period, Subtenant’s option to assume the
Master Lease shall be deemed null and void and of no further force and effect. Should Subtenant
timely deliver Subtenant’s Assumption Notice, no later than ten (10) business days after the date
of Subtenant’s Assumption Notice, Tenant shall assign the Master Lease to Subtenant, Subtenant
shall assume the Master Lease, and Landlord shall consent to such assignment and assumption.
Subtenant shall cure all of the Tenant’s Defaults under the Master Lease no later than ten (10)
business days after the effective date of the assumption and, should Subtenant fail to cure such
defaults within such ten (10) business day period, then the assignment and assumption of the
Master Lease shall be deemed null and void and of no further force and effect. Assumption of the
Master Lease by Subtenant will not waive nor release Tenant from any liability or claims arising
from Tenant’s Default under the Master Lease.




          (b) Notwithstanding Section 5.(a) above, any payment of rent from the Subtenant directly to
Landlord, or any other action by Subtenant, regardless of the circumstances or reasons therefor,
shall in no manner whatsoever be deemed an attornment by Subtenant to Landlord in the absence of a
specific written agreement signed by Landlord to such effect. Landlord in its sole and absolute
discretion may at any time elect to have Subtenant attorn to Landlord or vacate the Premises
(unless Subtenant assumes the Master Lease in accordance with Section 5.(a) above), by giving
thirty (30) days advance written notice to Subtenant. If Landlord elects to have Subtenant attorn
to Landlord, such notice shall state that Landlord is assuming Tenant’s position under the Sublease
and that Subtenant shall attorn to Landlord and be bound to Landlord under all the terms, covenants
and conditions of the Sublease for the balance of the Sublease term and any extensions or renewals
thereof which may then or later be in effect, all with the same force and effect as if Subtenant
had been the original Tenant for the Sublet Premises under the Master Lease. Any attornment shall
be effective and self-operative without the execution of any further instruments.



          (c) In no event shall Landlord be (i) liable for any act or omission by Tenant, (ii) subject
to any offsets or defenses which Subtenant had or might have against Tenant, (iii) obligated to
recognize and credit Subtenant with any security deposit or other payment has been remitted by
Tenant to Landlord and identified by Tenant (in writing) as being such security deposit or other
payment, (iv) obligated to perform or pay for the build-out of the Sublet Premises, or (v) bound by
any amendment to the Sublease not consented to by Landlord, in writing.



     6. Tenant and Subtenant shall be and continue to be liable for the payment of all bills
rendered by Landlord, if any, for charges incurred by the Subtenant for services and materials
supplied to the Sublet Premises.



     7. This Consent is not assignable.



     8. All alterations, additions (electrical, mechanical or otherwise) or physical changes to the
Sublet Premises made by the Tenant shall be made only in accordance with Section 12 of the Master
Lease. In no event shall the Subtenant have any right to make any alterations, additions or
physical changes to the Sublet Premises without Landlord’s prior written consent.



20









 




The removal or any alterations, additions or changes to the Sublet Premises and the repair of any
damages caused by such removal shall be governed by Section 11
of the Master Lease.




     9. Nothing contained herein shall operate as a representation or warranty by Landlord of any
nature whatsoever.



     10. Except to the extent caused by the gross negligence or more culpable conduct of Landlord,
Tenant shall indemnify and hold harmless Landlord and Landlord’s members, manager, partner,
officers, directors and agents against and from any and all claims arising from or related to the
following: (a) Subtenant’s use of the Sublet Premises or any activity done, permitted or suffered
by Subtenant in, on or about the Sublet Premises or the Property; (b) any act or omission by
Subtenant or Subtenant’s agents, advisors, employees, partners, shareholders, directors, invitees
or independent contractors (collectively, “Subtenant’s Agents”) in connection with or related to
the Sublease, the Sublet Premises or the Property; (c) any Hazardous Material used, stored,
released, disposed, generated, or transported by Subtenant or Subtenant’s Agent in, on or about the
Sublet Premises, including without limitation, any claims arising from or related to mold or to any
Hazardous Material investigations, monitorings, cleanup or other remedial action; and (d) any
action or proceeding brought on account of any matter referred to above. If any action or
proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord,
Tenant shall defend the same at Tenant’s expense with counsel reasonably satisfactory to Landlord.
The obligations of Tenant and Subtenant under this Section 10 shall survive any termination or
expiration of the Sublease or the Master Lease.



     11. Notwithstanding any provision to the contrary in the Sublease, Subtenant shall, at
Subtenant’s expense, with respect to the Sublet Premises, secure and keep in force during the term
of the Sublease such insurance as required of Tenant under the Master Lease. Without limiting the
generality of the immediately preceding sentence, such policy or policies of insurance (including
the excess liability insurance policy) shall name Landlord and its manager, investment adviser and
lenders, if any, as additional insureds. A certificate evidencing such insurance shall be
delivered to Landlord promptly after the date hereof.



     12. As required by Section 23 of the Master Lease, Tenant shall pay Landlord, as Additional
Rent, fifty percent (50%) of the excess of any rent and additional rent payable by Subtenant, less
(1) Base Rent plus Additional Rent under the Lease allocable to the Premises (as defined herein)
and (2) Transaction Expenses (as defined in the Lease). Tenant shall pay such amount to Landlord no
later that fifteen (15) days after the rent and additional rent payable by Subtenant has been
collected by Tenant.



     13. This Consent may be executed in counterparts.



     14. This Consent shall be governed by and construed in accordance with the laws of the State
of Florida. In the event of a conflict between the terms and provisions of this Consent and the
Sublease, the Consent shall control. Terms not defined in this Consent shall have the same
meanings as in the Master Lease.



21









 





     15. The terms and provisions of this Consent shall bind and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.



     16. If any one or more provisions in this Consent shall be invalid, illegal or unenforceable
for any reason, the remaining provisions contained herein shall not in any way be affected or
impaired thereby.



     17. All out-of-pocket fees and costs (including attorney’s fees) incurred by Landlord in
connection with the Sublease and Landlord’s Consent thereto shall be paid by Tenant promptly upon
request by Landlord. In addition to the foregoing fees and costs, Tenant shall pay to CLW Real
Estate Services Group (Landlord’s managing agent) the sum of $250.00 at the time of executing this
Consent as its usual and customary fee for this transaction.



     18. Landlord and Tenant each acknowledge and agree that as of the date of its execution of
this Consent (as indicated below the signature line hereto) there exists, to each party’s actual
knowledge, without investigation, no default by either party in the performance of the obligations
required of it pursuant to the Master Lease.



     19. Tenant waives and releases any claim in the event that Subtenant makes payment directly to
Landlord in accordance with Section 5(a) above and shall hold Subtenant harmless therefore.



     20. This Consent may not be modified or amended except by a writing executed by all parties to
the Consent.



     21. Landlord and Subtenant hereby mutually waive any claim against the other and its agents
for any loss or damage to any of their respective property located on or about the Sublet Premises
or the Building that is caused by or results from perils covered by
property insurance carried by
the respective parties, to the extent of the proceeds of such insurance actually received with
respect to such loss or damage, whether due to the negligence of the other party or its agent(s).
Each party shall immediately notify its insurer, in writing, of these mutual waivers and have their
insurance policies endorsed to prevent the invalidation of the insurance coverage because of these
waivers.



     22. Tenant and Subtenant hereby agree that Landlord shall not be liable for any real estate
transfer taxes, any leasing or brokerage commission, or other amounts which may be due to a broker
or agent with respect to the Sublease. Tenant and Subtenant hereby jointly and severally
indemnify Landlord against any claims for such taxes or commissions which may be due as a result of
the transaction which is the subject of this Consent.


The execution of this Consent by Tenant and Subtenant shall evidence Tenant’s and Subtenant’s
joint and several confirmation of the foregoing conditions and their agreement to be bound thereby
and shall constitute Subtenant’s acknowledgement that it has received a copy of the Master Lease.



This Consent shall expire automatically if a fully executed copy has not been received by the
Landlord on or before                                                             , 2009.




22









 





	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 
	 	 	BAYPORT PLAZA INVESTORS LLC,
	 
	 	 	 	 
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	 
	 	By:	 	TPF Equity REIT Operating
	 	 	Partnership LP, its sole member





	 	 	 	 	 
	 
	 	By:	 	TPF Equity REIT Operating Partnership 
	GP LLC, its general partner

	 
	 
	 	By:	 	 
	 
	 	 	 	 
	 
	 	Name:	 	 
	 
	 	 	 	 
	 
	 	Title:	 	 
	 
	 	 	 	 




	 	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 
	 	 	Municipal Mortgage & Equity, LLC, a
	 	 	Delaware limited liability company
	 
	 	 	 	 
	 
	 	By:	 	 
	 
	 	 	 	 
	 
	 	Printed Name:	 	 
	 
	 	 	 	 
	 
	 	Its:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	Date:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	SUBTENANT:	 	 
	 
	 	 	 	 
	 	 	Walter Investment Management Corp., a
	 	 	Maryland corporation
	 
	 	 	 	 
	 
	 	By:	 	 
	 
	 	 	 	 
	 
	 	Printed Name:	 	 
	 
	 	 	 	 
	 
	 	Its:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	Date:	 	 
	 
	 	 	 	 





23











 





EXHIBIT A

DESCRIPTION OF SUBLET PREMISES










24









 








EXHIBIT D




ESCROW AGREEMENT




COLLATERAL DEPOSIT ESCROW AGREEMENT




     COLLATERAL DEPOSIT ESCROW AGREEMENT (the “Agreement”) executed this
                     day of April, 2009 (“Effective Date”) by and among Municipal Mortgage & Equity, LLC
(the “Secured Party”), a Delaware limited liability company, Walter Investment Management Corp.
(the “Depositor”), a Maryland corporation, and REGIONS BANK, an Alabama banking corporation, as
escrow agent (“Escrow Agent”).



     WHEREAS, the Secured Party and the Depositor seek to appoint the Escrow Agent to receive and
hold certain monetary payments as collateral pursuant to that certain Office Sublease
(the “Sublease”) dated April
                    , 2009 by and between the Secured Party and the Depositor; and



     NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained
herein, the parties hereto agree as follows:



     1. APPOINTMENT OF ESCROW AGENT. The Secured Party and the Depositor do hereby appoint the
Escrow Agent as escrow agent for the purposes described herein.



     2. ACCEPTANCE OF APPOINTMENT BY ESCROW AGENT. The
Escrow Agent does hereby accept the appointment as escrow agent and agrees to act on the terms and
conditions described herein.



     3. ESCROW FUNDS. On or before the Commencement Date, as defined in the Sublease, the
Depositor will deliver to Escrow Agent the sum of $136,000. Additionally, the Depositor will pay to
Escrow Agent the first four (4) monthly installments of Base Rent due under the Sublease together
with Florida sales tax thereon (each installment being $47,050.31, for an aggregate amount of
$188,201.22). All such amounts are referred to in this Agreement as “Escrow Funds,” The Escrow
Agent shall hold, maintain, invest, and secure the Escrow Funds subject to the terms, conditions,
and restrictions herein described. Escrow Agent shall release Escrow Funds only in accordance with
the instructions as set forth in Exhibit “A”, or as otherwise expressly set forth in this
Agreement. The Escrow Agent will only release Escrow Funds which are “Collected Funds”. For
purposes of this Agreement, the term “Collected Funds” shall mean all funds received by the Escrow
Agent which have cleared normal banking channels and are considered to be good funds.



     4. INVESTMENT AND MAINTENANCE OF ESCROW FUND. The Escrow Agent shall invest and reinvest
the Escrow Funds in the investment(s) set forth in Exhibit B or any other investment which
shall be requested in writing by both the Secured Party and the Depositor and which shall be
considered acceptable in the sole discretion of the Escrow Agent. The Escrow Agent shall have sole
discretion to select the brokers, dealers or other traders of securities in connection with the
investment of the Escrow Funds. During the term of this



25









 




Agreement the Escrow Agent shall provide the Secured Party and the Depositor with written monthly
statements containing the beginning balance of the Escrow Funds, as well as all principal and
income transactions for the statement period. The Escrow Agent shall have the express authority to
liquidate any and all investments in whole or in part making up the Escrow Funds to make any and
all payments under this Agreement. In the event that any or all of the Escrow Funds is of the type
which cannot be invested or the Secured Party and the Depositor expressly request in writing, that
the Escrow Funds not be invested, the Escrow Agent shall hold and maintain the Escrow Funds in the
escrow account.




     5. LIABILITY OF ESCROW AGENT. The Escrow Agent shall not be liable for any loss to Escrow
Funds resulting from the 

investment(s) enumerated in Exhibit “B” or any investment(s)
requested in writing by either the Depositor or the Secured Party. The Escrow Agent shall not be
liable for any (i) actions taken at the request of either the Depositor or the Secured Party; (ii)
inaction resulting from the failure of either the Depositor or the Secured Party to provide the
Escrow Agent with written instructions as to investment directives; (iii) inaction resulting from
the exercise of the Escrow Agent’s sole discretion in the choice of requested investments; or, (iv)
any loss resulting from the liquidation of any investment(s) prior to such investment’s maturity
date for the purpose of making required payments under this Agreement. The Escrow Agent shall not
be held liable for any actions taken in good faith reliance upon written instructions by the
Depositor and/or the Secured Party. The Escrow Agent shall not be liable for any action or inaction
taken in good faith, except that it may be held liable for its own gross negligence or willful
misconduct, if so determined by a court of competent jurisdiction. Under no circumstances shall the
Escrow Agent be held liable for any special, indirect or consequential damages of any kind, even
though the Escrow Agent may have been placed on notice of the likelihood of such loss.



     6. RIGHTS AND DUTIES OF ESCROW AGENT. This Agreement shall represent the entire
understanding of the parties hereto, and the Escrow Agent shall only be required to perform the
duties expressly described herein, and no further duties shall be implied from this Agreement or
any other written or oral agreement by and between the Escrow Agent, the Depositor and the Secured
Party made previous or subsequent to this Agreement, unless such written amendment to this
Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written
instructions believed in good faith to be genuine when signed and presented by the requesting party
and shall not have a duty to inquire or investigate the validity of any such written instruction.
The Escrow Agent shall not be required to solicit funds from either the Depositor or the Secured
Party in connection with this Agreement. The Escrow Agent shall be permitted to execute any and
all powers under this Agreement directly or through its agents and/or attorneys, and shall be
allowed to seek counsel from any professional regarding the performance of this Agreement, which
professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent
become uncertain as to its duties under this Agreement, it shall be permitted to immediately
abstain from further action until such duties are expressly defined in writing by the parties
hereto, and shall only be required to protect and keep the Escrow Funds in their current
investment(s) until such time as a written agreement among the parties is executed or a court of
competent jurisdiction shall render an order directing further action, or (b) to petition any court
of competent jurisdiction (by means of an interpleader action or other appropriate action) for
instructions regarding such uncertainty, and to pay all Escrow



26









 




Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as
provided in the preceding sentence or as set forth in Exhibit “A” hereto, Escrow Agent
shall be fully released from any and all further obligations, except for the provision of written
notice to the other parties to this Agreement, setting forth in such notice the date of release of
the Escrow Funds, the party to whom released and the amount released, such notification to be in
the form of the Escrow Agent’s final monthly statement. Upon the release of the Collateral and the
above referenced notification, the Escrow Agent shall be released from further obligations to any
other party to this Agreement.




     7. TERM OF ESCROW AGREEMENT. The Agreement shall terminate on the date of final disbursement
of the Escrow Fund (the “Termination”), provided that any claims by Escrow Agent against the
Secured Party or the Depositor shall survive the termination hereof.



     8. RESIGNATION AND SUCCESSION OF ESCROW AGENT. The
Escrow Agent may resign and be discharged of all duties and obligations under this Agreement by
providing fifteen (15) days written notice of such resignation to both the Depositor and the
Secured Party. If no successor escrow agent shall have been named at the expiration of the fifteen
(15) days notice period, the Escrow Agent shall have no further obligations hereunder except to
hold the Escrow Funds as a depository. Upon notification by the Depositor and the Secured Party of
the appointment of a successor escrow agent, the Escrow Agent shall promptly deliver the Escrow
Funds and all materials and instruments in its possession which relate to the Escrow Funds to such
successor, and the duties of the resigning Escrow Agent shall terminate in all respects, and it
shall be released and discharged from all further obligations herein. The Escrow Agent shall have
the right to withhold an amount equal to any amount due and owing the Escrow Agent, plus any costs
and fees incurred by the Escrow Agent in connection with the formation, maintenance or termination
of this Agreement. Any merger, consolidation or the purchase of all or substantially all of the
Escrow Agent’s corporate assets resulting in a new corporate entity shall not be considered a
successor for the purposes of this Agreement, and the Escrow Funds shall be transferred to such
entity without written consent or further action under this Agreement.



     9. TERMINATION OF ESCROW AGENT. The Escrow Agent may be discharged from its duties under
this Agreement upon thirty (30) days written notice from the Depositor and the Secured Party and
upon the payment of any and all costs and fees due to Escrow Agent. In such event, the Escrow
Agent shall be entitled to rely upon written instructions from the Depositor and the Secured Party
as to the disposition and delivery of the Escrow Funds. Upon thirty (30) days after receipt of
such written notice of termination, if no successor has been named, the Escrow Agent shall
immediately cease further action under this Agreement and shall have no further obligations
hereunder except to hold the Escrow Funds as a depository.



     10. TAXES. The Depositor and the Secured Party each represent that its Taxpayer
Identification Number (“TIN”) assigned by the Internal Revenue Service (“IRS”) or any other taxing
authority listed in Exhibit “D” is true and correct, and that each will notify the Escrow
Agent in writing immediately upon any change to such number. Upon execution of this



27









 




Agreement, the Depositor and the Secured Party shall provide the Escrow Agent with a fully
executed W-8 or W-9. All interest or other income earned under this Agreement shall be allocated
and/or paid as directed in writing by the parties and reported as required. Taxes may be withheld
by Escrow Agent as it determines may be required by any law or regulation in effect at the time of
the distribution. In the absence of timely direction, all proceeds of the Escrow Funds shall be
retained as Escrow Funds and reinvested from time to time by the Escrow Agent as provided in
Section 4, Depositor and Secured Party each grant to the Escrow Agent a right of set-off which may
be exercised to pay any and all taxes, whether federal, state or local, incurred by the investment
of the Escrow Funds. The Depositor and the Secured Party shall, jointly and severally, indemnify
and hold harmless the Escrow Agent against and in respect to liability for taxes and/or any
penalties or interest attributable to the investment of Escrow Funds by Escrow Agent pursuant to
this Agreement.




     11. FEES. Depositor and Secured party also agree to pay compensation for the services rendered
by the Escrow Agent under this Agreement to be allocated equally between the parties. Compensation
for services rendered by the Escrow Agent shall be paid per the instructions set forth on
Exhibit “C”, and Depositor and Secured Party agree to each pay or reimburse the Escrow
Agent one half of all expenses and disbursements, including attorney’s fees and expenses, incurred
in connection with the preparation, execution, performance, delivery, modification or termination
of this Agreement. Prior to any final distribution, the Escrow Agent shall be entitled to deduct
any of its fees and expenses which are then due and owing, anything herein to the contrary
notwithstanding. In addition to any other liens or security interest available to the Escrow
Agent under the applicable law, the Escrow Agent shall have a lien on the Escrow Funds to secure
the payment of any moneys that the other parties hereto owe the Escrow Agent under the terms of
this Agreement. Prior to any final distribution the Escrow Agent shall be entitled to deduct from
the Escrow Funds, any such monies and any of its fees and expenses which are then due and owing.



     12. INDEMNIFICATION OF ESCROW AGENT. The Depositor and the Secured Party shall jointly and
severally indemnify, defend and hold harmless the Escrow Agent and its directors, officers, agents
and employees from all loss, liability or expense arising from the execution and/or performance of
this Agreement or the undertaking of any instructions from the Depositor or the Secured Party
(specifically including failure by Escrow Agent to perform hereunder in connection with Escrow
Agent’s compliance with any laws or court orders that may be imposed or enforced from
time-to-time), except for those acts by the Escrow Agent which shall constitute gross negligence or
willful misconduct, and such indemnification shall include attorney’s fees and expenses. The
Escrow Agent’s right of indemnification shall survive the resignation or termination of the Escrow
Agent and the termination of the duties described in this Agreement. The Depositor and the Secured
Party further grant the Escrow Agent a right of set- off and a security interest against the Escrow
Funds for the payment of any claim for indemnification, expenses (including legal) or compensation
due hereunder.



     13. NOTICES. All communications, notices and instructions required herein shall be in
writing and shall be deemed to have been duly given if delivered by hand or first class, registered
or certified mail, return receipt requested, postage prepaid, or by facsimile transmission if
followed by letter and affirmative confirmation of receipt is received (such



28









 




facsimile notice to be effective on the date such affirmative confirmation of receipt is
received), or by overnight courier (such notice to be effective the following business day if
instructions to deliver such notice on the next business day are given) and addressed as follows:




	 	 	 	 
	 	If to Escrow Agent:

	 	Regions Bank
	 	 

	 	Corporate Trust Department
	 	 

	 	1901 6th Avenue North, 28th Floor
	 	 

	 	Birmingham, Alabama 35203
	 	 

	 	Attn: Rebecca Brayman
	 	 

	 	205-264-5514 — Direct
	 	 

	 	205-264-5265 — Facsimile
	 	 

	 	rebecca,brayman@regions.com
	 	 
	 	 
	 	If to Secured Party:

	 	Municipal Mortgage & Equity, LLC
	 	 

	 	621 East Pratt Street, Suite 300
	 	 

	 	Baltimore, Maryland 21202
	 	 

	 	Attention: General Counsel
	 	 

	 	Phone: 443-262-2900
	 	 

	 	Fax: 410-727-5387
	 
	 	 
	 	If to Depositor:

	 	Kimberly Perez, CFO
	 	 

	 	Walter Investment Management Corp.
	 	 

	 	3000 Bayport Drive, Suite 1100
	 	 

	 	Tampa, Florida 33607
	 	 

	 	Phone: (813) 871-4141
	 	 

	 	Fax:     (813) 871-4233





In the event the Escrow Agent shall receive such written instructions and shall determine pursuant
to its sole discretion that verification of such instructions shall be required, then the Escrow
Agent shall be permitted to seek confirmation of such instructions by way of telephone contact to
the author of such written instructions. Verification of the instructions by the purported author
of the instructions called at the telephone number placed on the instructions shall serve to
verify such instructions.




     14. ASSIGNMENT. This Agreement shall not be assignable absent written
consent of the parties hereto. Any assignment absent written consent shall be deemed void ab
initio, except that the merger or acquisition of all or substantially all the assets of the
parties shall not require written consent, but shall require written notice to all the parties
hereto. Notwithstanding the foregoing, all covenants contained in this Agreement by or on behalf
of the parties hereto shall bind and inure to the benefit of such parties and their respective
heirs, administrators, legal representatives, successors and assigns.



29









 





     15. MODIFICATION OF AGREEMENT. This Agreement shall constitute the complete and entire
understanding of the parties hereto, and shall supersede any and all prior agreements between or
among them. The provisions of this Agreement shall not be waived, modified, amended, altered or
supplemented, in whole or in part, except by a writing signed by all the parties hereto.



     16. CHOICE OF LAW. This Agreement shall be governed and construed in accordance with the
laws of the State of Florida without giving effect to the conflict of laws principles thereof.



     17. FORCE MAJEURE. No party to this Agreement shall be liable to any other party for losses
arising out of, or the inability to perform its obligations under the terms of this Agreement, due
to acts of God, which shall include, but shall not be limited to, fire, floods, strikes, mechanical
failure, war, riot, nuclear accident, earthquake, terrorist attack, computer piracy,
cyber-terrorism or other acts beyond the control of the parties hereto.



     18. USE
OF REGIONS BANK NAME. No party to this Agreement shall, without the prior written
consent of the Escrow Agent, publish or print or cause to be published or printed any printed or
other material in any language, including prospectuses, notices, reports, internet web sites and
promotional material, which mentions “Regions Bank” by name or logo or the rights, powers, or
duties of the Escrow Agent under this Agreement.



     19. EXECUTION. This Agreement may be executed in several counterparts, each of which shall be
deemed an original, but such counterparts together shall constitute one and the same instrument.
The effective date of this Agreement shall be the date it is executed by the last party to do so.



     20. DISPUTE RESOLUTION. In the event of a dispute under this Agreement, at Escrow Agent’s sole
option, Escrow Agent may take either of the following actions:




          a) Filing an interpleader or other action with a court of competent jurisdiction; or




          b) Upon notice by Escrow Agent to the Depositor and the Secured Party, all and any dispute
and claim relating to any provision hereof or relating to or arising out of this Agreement
shall be settled by arbitration, in accordance with the United States Arbitration Act (9 USC §
1 et seq.) and the commercial arbitration rules of the American Arbitration Association.
Judgment upon the award of the arbitrator may be entered in any court having jurisdiction
thereof. The arbitration shall take place at a time noticed by the American Arbitration
Association regardless of whether one of the parties fails or refuses to participate.



     21. SEVERABILITY. If any provision of this Agreement or the application thereof to any party
or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application thereof shall not be affected and shall be enforceable to the fullest
extent permitted by law.



30









 





     22. USA PATRIOT ACT. No party to this Agreement is (or will be) a person with whom Escrow
Agent is restricted from doing business with under regulations of the Office of Foreign Asset
Control (“OFAC”) of the Department of the Treasury of the United States of America (including,
those persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute,
executive order (including, the September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or
other governmental action and is not and shall not engage in any dealings or transactions or
otherwise be associated with such persons. In addition, the Secured Party and the Depositor
hereby agree to provide to Escrow Agent with any additional information that Escrow Agent deems
necessary from time to time in order to ensure compliance with all applicable laws concerning money
laundering and similar activities. The following notification is provided to the Secured Party and
the Depositor pursuant to Section 326 of the USA PATRIOT Act of 2001, 31 U.S.C. Section 5318
(“Patriot Act”): IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify, and record information that identifies each person or
entity that opens an account, including any deposit account, treasury management account, loan,
other extension of credit, or other financial services product.



     23. ILLEGAL ACTIVITIES. Escrow Agent shall have the rights in its sole discretion to not
accept appointment as escrow agent and reject funds and collateral from the Depositor or the
Secured Party in the event that Escrow Agent has reason to believe that such funds or collateral
violate applicable banking practices or applicable laws or regulations, including but not limited
to the Patriot Act. In the event of suspicious or illegal activity and pursuant to all applicable
laws, regulations and practices, the other parties to this Agreement will assist Escrow Agent and
comply with any reviews, investigations and examinations directed against the deposited Escrow
Funds.



     24. REPRESENTATIONS and WARRANTIES. The Depositor and the Secured Party respectively
make the following representations and warranties to Escrow Agent:




     (i) It is duly organized, validly existing, and in good standing under the laws of the
state of its incorporation or organization, and has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.




     (ii) This Agreement has been duly approved by all necessary action, including any
necessary shareholder or membership approval, has been executed by its duly authorized
officers, and constitutes its valid and binding agreement enforceable in accordance with
its terms.




     (iii) The execution, delivery, and performance of this Agreement will not violate,
conflict with, or cause a default under its articles of incorporation, articles of
organization, bylaws, management agreement or other organizational document, as applicable,
any applicable law or regulation, any court order or administrative ruling or decree to
which it is a party or any of its property is subject, or any agreement, contract,



31









 




indenture,
or other binding arrangement to which it is a party or any of its property is subject.



     (iv) The applicable persons designated on Exhibit “D” hereto have been duly
appointed to act as its representatives hereunder and have full power and authority to
execute and deliver any written directions, to amend, modify or waive any provision of this
Agreement and to take any and all other actions on behalf of the Depositor and the Secured
Party under this Agreement, all without further consent or direction from, or notice to, it
or any other party.

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



	 	 	 	 	 	 	 
	 	 	REGIONS BANK, as Escrow Agent	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Its:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Date:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SECURED PARTY

Municipal Mortgage & Equity, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Its:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Date:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	DEPOSITOR

Walter Investment Management Corp.	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Its:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Date:	 	 	 	 
	 
	 	 	 	 

	 	 






32











 





Exhibit “A”



Escrow Agent shall pay over to Secured Party from the Escrow Funds, by wire transfer or ACH as
designated by the Secured Party of immediately available funds to the bank account designated by
Secured Party the amount of Three Hundred Twenty-Four Thousand Two Hundred One Dollar and
Twenty-Two Cents ($ 324,201.00) in accordance with the following:



Except in the event that the Sublease has terminated as a result of Secured Party’s default under
the Prime Lease (not caused by Depositor’s act or omission) within two (2) years after the
Commencement Date, the Escrowed Funds will be paid to Secured Party in eighteen (18)approximately
equal monthly disbursements, beginning on the first day of the calendar month occurring on or after
the second anniversary of the Commencement Date (so that if the Commencement Date is May 15, 2009,
payment of the escrowed funds to Secured Party will commence May 15, 2011). If the Sublease
terminates as a result of Secured Party’s default under the Prime Lease (not caused by Depositor’s
act or omission), the escrowed funds, plus interest thereon, will be promptly paid to Depositor via
wire transfer into a bank account of Depositor’s designation.



The Commencement Date is defined as May 15, 2009 unless otherwise amended by the parties in writing
and the Escrow Agent is duly notified.





 









 








Exhibit “B”



The Escrow Funds shall be invested in an interest-bearing money market account unless otherwise
instructed in writing by the Secured Party. Any interest earned shall be disbursed to Secured Party
within five (5) days after the expiration of every calendar month. Fees associated with the monthly
interest disbursements, if any, shall be borne solely by the Secured Party.




 









 





Exhibit “C”




Fee Schedule



These fees are based upon our current understanding of our duties under of the
above-referenced agreement. Regions Bank reserves the rights to adjust its fees should its
duties change under the agreement.




	 	 	 	 	 
	ACCEPTANCE FEE:
	 	$	500.00	 
	 
	ANNUAL ADMINISTRATION FEE:
	 	$	1000.00	 
	 
	TRANSACTION FEES:
	 	waived

	 
	LEGAL FEES:
	 	at cost, if any






INVESTMENT: An additional $500.00 fee will be added to the annual administration fee of any
account not using one of the investment vehicles used by Regions Bank for its short-term
investments.





     The Acceptance Fee and the Annual Escrow Fee are payable upon execution of the escrow
documents. In the event the escrow is not funded, the Acceptance Fee and all related
expenses, including attorneys’ fees remain due and payable, and if paid, will not be
refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not
pro-rated in the year of termination. All other fees, if any, will be billed to the client
in arrears.



 









 





Exhibit “D”




Secured Party





	 	1.	 	Taxpayer Identification Number:     52-1449733
	 
	 	2.	 	Company Representative: The following individual/s is hereby designated as
representative of the Secured Party under the Agreement.






	 	Name:                                          Specimen Signature:                                         
	 
	 	Name:                                          Specimen Signature:                                         





Depositor





	 	1.	 	Taxpayer Identification Number:     80-0351147
	 
	 	2.	 	Company Representative: The following individual/s is hereby designated as
representative of the Depositor under the Agreement.






	 	Name:                                          Specimen Signature:                                         
	 
	 	Name:                                          Specimen Signature:                                         






36