Form of Sublicense Agreement



 Exhibit 10.10 
 FORM OF BUSINESS NAME SUBLICENSE AGREEMENT 
 This BUSINESS NAME SUBLICENSE AGREEMENT (the
“Agreement”), dated as of [•], 2009, by and between Bayview Asset Management, LLC, a Delaware limited liability company (“Bayview”) and Bayview Mortgage Capital, Inc., a Maryland corporation (the
“Company”). 
 WHEREAS, Bayview Financial, L.P. (“Financial”) is using the name “Bayview”
(together with all trademarks and tradenames which are derivatives of that word and all common law rights and other rights associated with that word, and all common law rights and other associated rights with the word Bayview, the
“Name”) in connection with the Business; 
 WHEREAS, Financial has obtained the registrations relating to the Name which are
listed on Schedule A (the “Registrations”); 
 WHEREAS, Financial has agreed to license to Bayview the use of the
Name, pursuant to that certain Business Name License Agreement, dated as of October 15, 2008, by and between Financial and Bayview (the “License Agreement”); 
 WHEREAS, pursuant to the terms of the License Agreement, Bayview is permitted to sublicense the Name to any of its Affiliates; and 
 WHEREAS, subject to the terms of this Agreement, Bayview desires to sublicense the Name to the Company, and the Company desires to sublicense the Name
from Bayview. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows: 
 1. Subject to Paragraph 2 hereof, Bayview hereby grants to the Company, subject to the terms of this
Agreement, a non-exclusive, royalty-free license to use the Name and Registrations in any manner and for any purpose for which Bayview has the right to use the Name and Registrations (including, but not limited to, to use the Name for any purpose
and in any field which is the subject of any of the Registrations and otherwise to take advantage of all rights and benefits derived from the Registrations) and to enjoy all goodwill associated with the Name (the “Sublicense”). The
Company shall use reasonable efforts to preserve the quality of the Name, and shall use the Name in good faith and in a dignified manner. 
 2. The Company may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ prior written notice to Bayview. This Agreement shall terminate without further action by either party, except as otherwise
described in Paragraph 4 hereof, in the event that either (i) the Management Agreement, dated as of [•], 2009, between Bayview Fund Management, LLC (the “Manager”) and the Company (the “Management Agreement”), is
terminated in accordance with the terms thereof or (ii) the Manager ceases to be under the control of Bayview. 
 3. This Agreement
shall commence and be effective on the date set forth on the first page and shall continue in perpetuity unless terminated in accordance with Paragraph 2 hereof. 
 4. Upon termination of the Sublicense under this Agreement, the Company agrees to discontinue immediately all use, and refrain from all further use, of the Name and any designations similar thereto. The Company
agrees that, in the event of termination of the Sublicense under this Agreement, the Company will, upon request of Bayview, destroy or remove all items bearing the Name or, upon consent of Bayview, which consent shall not be unreasonably withheld,
sell all items bearing the Name as soon as commercially reasonable. 







 5. This Agreement shall not be assigned by either party without the prior written consent of Financial,
such consent not to be unreasonably withheld. 
 6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES WHICH WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THIS AGREEMENT RELATES TO MATTERS WHICH ARE GOVERNED BY FEDERAL TRADEMARK OR COPYRIGHT LAW. 

 7. Bayview and the Company each agrees that any action or proceeding relating to this Agreement or the transactions contemplated by it may
be brought in any Federal or state court sitting in the State of Florida in the United States of America and each of them (i) consents to the jurisdiction of each of those courts in any such action or proceeding, (ii) agrees not to seek to
have the venue of any such action or proceeding changed because of inconvenience of the forum or otherwise (except that nothing in this Paragraph 7 will prevent a party from removing an action from a state court to a Federal court sitting in
Florida), and (iii) agrees that process in any such action or proceeding may be served by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought. 
 8. This Agreement (including the schedule hereto) contains the entire agreement between the parties with respect to the subject matter of this Agreement
and supersedes all prior agreements and understandings, oral or written, with respect to those matters, and there are no representations, warranties, understandings or agreements concerning the transactions that are the subject of this Agreement
other than those expressly set forth in this Agreement. 
 9. This Agreement may be executed simultaneously in any number of counterparts
some of which may be facsimile copies and some of which may be signed by fewer than all the parties. Each of these counterparts will be deemed an original, but all of which constitute one and the same instrument. 
 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed by the signature of its duly authorized officer as of the date above
first written. 
  

			
	BAYVIEW ASSET MANAGEMENT, LLC
		
	By:	 	 
		 	Name:
		 	Title:
	
	BAYVIEW MORTGAGE CAPITAL, INC.
		
	By:	 	 
		 	Name:
		 	Title:









 SCHEDULE A 
 LICENSED TRADEMARKS/TRADENAMES 
  

					
	 TRADEMARK/
 TRADENAME
	 	 COUNTRY/
 INTERNATIONAL CLASS
	 	 REGISTRATION/
 SERIAL NO.

	

	 	 United States /
 35,36,37
	 	 3,243,320 /
 76/651,840

			
	

	 	Canada	 	1,282,231
			
	

	 	 Community Trademark
 (European Union)
	 	 4906012 /
 4906012