Form of License Agreement



 Exhibit 10.6 
 FORM OF 
 APOLLO
GLOBAL MANAGEMENT /APOLLO RESIDENTIAL MORTGAGE TRADEMARK LICENSE 
 AGREEMENT 
 This APOLLO
GLOBAL MANAGEMENT /APOLLO RESIDENTIAL MORTGAGE TRADEMARK LICENSE AGREEMENT (“Agreement”), is entered
into as of [            ] day of [            ] 2011 (“Effective Date”), by and between the Parties, 

Apollo Global Management, LLC, a Delaware limited liability company, having a principal place of business at 9 West 57th
Street, New York, NY 10019 (“AGM”), and 
 Apollo Residential Mortgage, Inc., a Maryland corporation
with offices at 9 West 57th Street, 43rd Floor, New York, NY 10019 (“ARM”), 
 and the Parties agree as follows: 

A R T I C L E 1 
 BACKGROUND AND DEFINITIONS 
 1.1 AGM has adopted, is using, and is the
owner of the Licensed Mark (as defined in Article 1.6) in the United States for financial services. 
 1.2 ARM is a Real Estate
Investment Trust managed by a Subsidiary of AGM. 
 1.3 ARM desires to use the Licensed Mark as part of the trade name Apollo
Residential Mortgage, Inc. and in connection with the Licensed Services (as defined in Article 1.8). 
 1.4 AGM desires to
license the Licensed Mark to ARM to be used as part of a the trade name Apollo Residential Mortgage, Inc. and in connection with the Licensed Services subject to the terms and conditions set forth in this Agreement. 

1.5 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. 
 1.6
“Licensed Mark” means the mark APOLLO. 
 1.7 “Licensed Trade Name” means the corporate name Apollo
Residential Mortgage, Inc. and any variation thereof including the term APOLLO that is used by Licensed Users. 
 1.8
“Licensed Services” means residential real estate finance products and services offered in the United States by Licensed Users. 
 1.9 “Licensed User” and “Licensed Users” means ARM and ARM’s Subsidiaries. 
 1.10 “Subsidiary” means any corporation, company or other legal entity: 
 1.10.1 more than fifty percent (50%) of whose shares or outstanding securities (representing the right to vote for the election of directors or other managing authority) are, now


  
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or hereafter, Controlled, directly or indirectly by a Party hereto, but such entity shall be deemed to be a Subsidiary for the purposes of this Agreement only so long as such Control exists; or

 1.10.2 which does not have outstanding shares or securities, as may be the case in a partnership, joint
venture, or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make decisions for such entity is now or hereafter, Controlled, directly or indirectly by a Party hereto, but such
entity shall be deemed to be a Subsidiary for the purposes of this Agreement only so long as such Control exists. 

A R T I C L E 2 
 LICENSE GRANT AND CONDITIONS OF LICENSED USE 
 2.1 AGM hereby grants
Licensed Users a nonexclusive, nontransferable, nonsublicensable, royalty-free license to use and display the Licensed Trade Name and the Licensed Mark in the United States solely in connection with the Licensed Services. 

2.2 All use of the Licensed Mark by Licensed Users, and all goodwill associated with such use, shall inure to the benefit of AGM.

 2.3 Licensed Users shall use the Licensed Mark in a form which is in accordance with sound trademark practice so as not to
weaken the value of the Licensed Mark. Licensed Users shall use the Licensed Mark in a manner that does not derogate, based on an objective business standard, AGM’s rights in the Licensed Mark or the value of the Licensed Mark, and shall take
no action that would, based on an objective standard, interfere with, diminish or tarnish those rights or value. 
 2.4 The
Licensed Mark shall remain the exclusive property of AGM and nothing in this Agreement shall give Licensed Users any right or interest in the Licensed Mark except the licenses expressly granted in this Agreement. 

2.5 All of AGM’s rights in and to the Licensed Mark, including, but not limited to, the right to use and to grant others the right
to use the Licensed Mark, are reserved by AGM. 
 2.6 No license, right, or immunity is granted by either Party to the other,
either expressly or by implication, or by estoppel, or otherwise with respect to any trademarks, copyrights, or trade dress, or other property right, other than with respect to the Licensed Trade Name and the Licensed Mark in accordance with Article
2.1 of this Agreement. 
 2.7 Licensed Users acknowledge that AGM is the sole owner of all right, title and interest in and to
the Licensed Mark, and that Licensed Users have not acquired, and shall not acquire, any right, title or interest in or to the Licensed Mark except the right to use the Licensed Mark in accordance with the terms of this Agreement. 

2.8 Licensed Users shall not register the Licensed Mark in any jurisdiction without AGM’s express prior written consent, and AGM
shall retain the exclusive right to apply for and obtain registrations for the Licensed Mark throughout the world. 
 2.9
Licensed Users shall not challenge the validity of the Licensed Mark, nor shall Licensed Users challenge AGM’s ownership of the Licensed Mark or the enforceability of AGM’s rights therein. 

  
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 2.10 Licensed Users shall designate the first or a prominent use of the
Licensed Mark in all promotional materials, documents, brochures, and/or manuals with the symbol “SM”. 

2.11 Licensed Users agree to cooperate with AGM’s preparation and filing of any applications, renewals or other documentation
necessary or useful to protect and/or enforce AGM’s intellectual property rights in the Licensed Mark. 

2.11.1 Licensed Users shall notify AGM promptly of any actual or threatened infringements, imitations or unauthorized uses
of the Licensed Mark of which Licensed Users become aware. 
 2.11.2 AGM shall have the sole right, though it is
under no obligation, to bring any action for any past, present and future infringements of its intellectual property rights in the Licensed Mark. 
 2.11.3 Licensed Users shall cooperate with AGM, at AGM’s expense for any out-of-pocket costs incurred by Licensed Users, in any efforts by AGM to enforce its rights in the Licensed Mark or to
prosecute third party infringers of the Licensed Mark. 
 2.11.4 AGM shall be entitled to retain any and all
damages and other monies awarded or otherwise paid in connection with any such action. 
 2.12 Quality Control. In order
to promote the goodwill symbolized by the Licensed Mark, Licensed Users will insure that the Licensed Services shall be of the same high quality as the services marketed or otherwise provided by AGM. 

2.12.1 Licensed Users shall use the Licensed Mark only in connection with services that meet or exceed generally accepted
industry standards of quality and performance. 
 2.12.2 AGM shall have the right to monitor the quality of the
services provided and promotional materials used by Licensed Users, and Licensed Users shall use reasonable efforts to assist AGM in monitoring the quality of the services provided and promotional materials used by Licensed Users. 

2.12.3 From time to time and upon AGM’s request, Licensed Users shall submit to AGM samples of all materials bearing
the Licensed Mark, including, without limitation, any advertising, packaging and other publicly disseminated materials. 
 2.12.4 If AGM discovers any improper use of the Licensed Mark on any such submission and delivers a writing describing in detail the improper use to ARM, Licensed Users shall remedy the improper use
immediately. 
 A R T I C L E 3 

TERM AND TERMINATION 
 3.1 Either Party may terminate this Agreement by giving the other Party thirty (30) days’ prior written notice. 

  
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 3.2 This Agreement and all rights and licenses granted under this Agreement shall terminate
as soon as practicable, but no longer than thirty (30) days, after: 
 3.2.1 ARM is acquired by a third
party; or 
 3.2.2 AGM or any Subsidiary of AGM ceases to manage ARM. 

3.3 In the event that ARM loses Control of a Subsidiary, all rights and licenses granted to the former Subsidiary under this Agreement
shall immediately terminate. 
 3.4 Upon termination of this agreement, Licensed Users shall immediately cease use of the
Licensed Trade Name and Licensed Mark as soon as practicable, but no longer than thirty (30) days, after termination. 

A R T I C L E 4 
 GENERAL PROVISIONS 
 4.1 Indemnification. Licensed Users, at
Licensed Users’ own expense, shall indemnify, hold harmless and defend AGM, its affiliates, successors and assigns, and its and their directors, officers, employees and agents, against any claim, demand, cause of action, debt, expense or
liability (including attorneys’ fees and costs), to the extent that the foregoing (a) is based on a claim resulting solely from any service provided or offered by Licensed Users, (b) results from a material breach, or is based on a
claim that, if true, would be a material breach, of this Agreement by Licensed Users, or (c) is based upon Licensed Users’ unauthorized or improper use of the Licensed Mark. 

4.2 LIMITATION OF WARRANTY AND LIABILITY. AGM DOES NOT MAKE WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, RELATED TO OR
ARISING OUT OF THE LICENSED MARK OR THIS AGREEMENT. 
 4.2.1 AGM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR TITLE, AND ALL OTHER WARRANTIES THAT MAY OTHERWISE ARISE FROM COURSE OF DEALING, USAGE OF TRADE OR CUSTOM. 

4.2.2 IN NO EVENT SHALL AGM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE
LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MARK, EVEN
IF AGM IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either party. 

4.3 Non-Transferable Agreement. Licensed Users may not assign this Agreement and/or any rights and/or obligations hereunder
without the prior written consent of AGM and any such attempted assignment shall be void. 

  
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 4.4 Remedies. Licensed Users acknowledge that a material breach of Licensed
Users’ obligations under this Agreement would cause AGM irreparable damage. Accordingly, Licensed Users agree that in the event of such breach or threatened breach, in addition to remedies at law, AGM shall have the right to enjoin Licensed
Users from the unlawful and/or unauthorized use of the Licensed Trade Name and/or the Licensed Mark and other equitable relief to protect AGM’s rights in the Licensed Mark. 

4.5 Integration. This Agreement contains the entire agreement of the Parties. No promise, inducement, representation or agreement,
other than as expressly set forth herein, has been made to or by the Parties hereto. All prior agreements and understandings related to the subject matter hereof, whether written or oral, are expressly superseded hereby and are of no further force
or effect. 
 4.6 Binding Agreement. This Agreement shall be binding upon the Parties’ permitted assigns and
successors and references to each Party shall include such assigns and successors. 
 4.7 Amendment. This
Agreement cannot be altered, amended or modified in any respect, except by a writing duly signed by both Parties. 
 4.8 No
Strict Construction. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Headings are for reference and shall not
affect the meaning of any of the provisions of this Agreement. 
 4.9 Waiver. At no time shall any failure or
delay by either party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same. 
 4.10 Governing Law and Jurisdiction. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York (excluding any conflict of law
rule or principle that would refer to the laws of another jurisdiction). Each Party hereto irrevocably submits to the jurisdiction of the state and federal courts located in New York, in any action or proceeding arising out of or relating to this
Agreement, and each Party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in any such court; provided, however, that matters which are under the exclusive jurisdiction of the
federal courts shall be brought in the Federal District Court for the District of New York. Each Party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of
this Agreement, and each Party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

4.11 Attorney’s Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the
provisions of this Agreement, the Parties hereto agree that the prevailing party shall be entitled to recover from the other party upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including
attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding. 
 4.12 Relationship of the
Parties. Nothing in this Agreement will be construed as creating a joint venture, partnership, or employment relationship between AGM and ARM or any of ARM’s Subsidiaries. Neither Party will have the right, power or implied authority
to create any obligation or duty on behalf of the other Party. 

  
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 4.13 Notices. Unless otherwise specified in this Agreement, all notices shall
be in writing and delivered personally, mailed, first class mail, postage prepaid, or delivered by confirmed electronic or digital means, to the addresses set forth at the beginning of this Agreement and to the attention of the undersigned. Either
Party may change the addresses or addressees for notice by giving notice to the other. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or when electronic or digital confirmation is received.

 4.14 Counterparts. This Agreement may be executed in counterparts, by manual or facsimile signature, each of
which will be deemed an original and all of which together will constitute one and the same instrument. 
 IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the ____ day of ____________ 2011. 
  

					
	APOLLO GLOBAL MANAGEMENT, LLC	 		 	APOLLO RESIDENTIAL MORTGAGE, INC.
			
	  	 		 	  
	(Signature)	 		 	(Signature)
			
	  	 		 	  
	(Print)	 		 	(Print)
			
	  	 		 	  
	Title	 		 	Title
			
	  	 		 	  
	Date	 		 	Date


  
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