AMENDED AND RESTATED FORBEARANCE AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED FORBEARANCE AGREEMENT

     THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of August 11, 2008 (this “ Agreement ”), is entered into among DWFC, LLC and Deerfield TRS (Bahamas) Ltd. (together, the “ Borrowers ” and each a “ Borrower ”), Deerfield Capital LLC, as Originator (the “ Originator ”) and as Servicer (the “ Servicer ”), each of the Conduit Purchasers, the Institutional Purchasers (collectively, and together with the Swingline Purchaser (as defined below), the “ Lenders ”) and the Purchaser Agents from time to time party to the Sale and Servicing Agreement referenced below, Wachovia Bank, National Association, as Swingline Purchaser (the “ Swingline Purchaser ”), and Wachovia Capital Markets, LLC, as Administrative Agent (the “ Administrative Agent ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement (as defined below).

RECITALS

     WHEREAS, the Borrowers, the Originator, the Servicer, the Lenders, the Purchaser Agents, the Swingline Purchaser, the Administrative Agent, Lyon Financial Services, Inc. (d/b/a/ U.S. Bank Portfolio Services), as Backup Servicer (the “ Backup Servicer ”), U.S. Bank National Association, as Collateral Custodian (the “ Collateral Custodian ”) and the Hedge Counterparty have entered into that certain Sale and Servicing Agreement dated as of March 10, 2006 (as amended prior to the date hereof, the “ Sale and Servicing Agreement ”).

     WHEREAS, as of the required reporting date for the fiscal quarters ending as of March 31, 2008 and June 30, 2008 (pursuant to Section 6.10(d) of the Sale and Servicing Agreement), Deerfield Capital LLC failed to maintain stockholder’s equity of $240,000,000 plus 90% of the proceeds raised from equity issuers, which constitutes a Servicer Default under Section 6.15(j) of the Sale and Servicing Agreement (and, accordingly, a Termination Event under Section 10.1(d) of the Sale and Servicing Agreement (the “ Acknowledged Termination Event ”).

     WHEREAS, the Borrowers, the Originator and the Servicer (collectively, the “ Loan Parties ”) have requested, and the Administrative Agent and the Lenders have, pursuant to a Forbearance Agreement dated as of May 12, 2008 (the “ Original Agreement ”), agreed to a request by the Loan Parties to (i) forbear from exercising certain rights and remedies arising from the Acknowledged Termination Event, (ii) forbear from exercising any right to terminate the rights and obligations of the Servicer arising from the Acknowledged Termination Event and (iii) waive application of the Concentration Limits set forth in clause (a) of the definition of “Concentration Limits” in each case, during the Forbearance Period.

     WHEREAS, Variable Funding Capital Company LLC has assigned its interest in all Advances made by it under the Sale and Servicing Agreement to Wachovia Bank, National Association, as a Liquidity Bank, pursuant to Section 13.16 of the Sale and Servicing Agreement.

     WHEREAS, the Loan Parties, the Administrative Agent and the Lenders have agreed to amend the Original Agreement pursuant to the terms set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     1.  Estoppel, Acknowledgement and Reaffirmation . The Loan Parties hereby acknowledge their obligations under the respective Transaction Documents to which they are party and reaffirm that each of the liens and security interests created and granted in or pursuant to the Transaction Documents is valid and subsisting and that this Agreement shall in no manner impair or otherwise adversely effect such liens and security interests.

     2.  Forbearance . Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders agree that they shall, during the Forbearance Period (as defined below), (i) forbear from exercising any and all rights or remedies available to them under the Sale and Servicing Agreement, the other Transaction Documents and Applicable Law as a result of the Acknowledged Termination Event, but only to the extent such rights or remedies arise exclusively as a result of the Acknowledged Termination Event, (ii) waive the requirement to maintain stockholder’s equity in the amount set forth in Section 6.15(j) of the Sale and Servicing Agreement and (iii) waive application of the Concentration Limits in computing the Borrowing Base; provided that the Administrative Agent and the Lenders shall be free to exercise any or all of their rights and remedies arising on account of the Acknowledged Termination Event and the limited waiver described in clauses (ii) and (iii) above shall terminate and all Concentration Limits shall be applied, at any time upon or after the end of the Forbearance Period (as defined below).

     3.  Forbearance Termination Events . Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from exercising any of the rights available to them under the Sale and Servicing Agreement, the other Transaction Documents, or Applicable Law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of the end of the Forbearance Period. As used herein, a “ Forbearance Termination Event ” shall mean the breach of any of the obligations set forth in Section 4 hereof or the occurrence of any Termination Event other than the Acknowledged Termination Event. The “ Forbearance Period ” shall be the period from, and including, the date hereof to (but excluding) the earliest to occur of:

     (a) if the ratio (expressed as a percentage) of (i) the Advances Outstanding at the close of business on each “Target Date” specified in the table below to (ii) the sum of (A) the Borrowing Base (after giving effect to the waiver of the application of the Concentration Limits) calculated at the close of business on such Target Date (including (x) 60% of the Outstanding Loan Balance as of such Target Date due from Synventive Acquisition Inc. and (y) until the Loan to Medical Media Partners returns to compliance with its applicable Loan-to-Value Ratio, 0% of the Outstanding Loan Balance as of such Target Date due from Medical Media Partners) plus (B) Collections received but not applied to the reduction of the Advances Outstanding as of the close of business on such

Target Date (the “ Leverage Ratio ”) is greater than the corresponding “Target Percentage” specified in the table below, such Target Date:

     and

     (b) the date on which a Forbearance Termination Event occurs.

     4.  Further Obligations . During the Forbearance Period,

     (a) the Servicer shall use commercially reasonable efforts to provide to the Administrative Agent, upon request, all information regarding each Eligible Loan in the Collateral (including, without limitation, the most recent credit analysis of each Obligor with respect to such Eligible Loan);

     (b) unless the Administrative Agent shall otherwise consent in writing, such consent not be unreasonably withheld, none of the Loan Parties shall effect a sale, assignment, transfer or other conveyance of any part of the Collateral (a “ Transfer ”) that would, after giving effect to such Transfer, cause the ratio (expressed as a percentage) of (i) Advances Outstanding to (ii) the sum of (A) the Borrowing Base (including (x) 60% of the Outstanding Loan Balance due from Synventive Acquisition Inc. and (y) until the Loan to Medical Media Partners returns to compliance with its applicable Loan-to-Value Ratio, 0% of the Outstanding Loan Balance due from Medical Media Partners), plus (B) Collections and the proceeds of