Amendment No. 2 to Sale and Servicing Agreement

Exhibit 10.5

OMNIBUS AMENDMENT NO. 1

(DWFC, LLC and Deerfield TRS (Bahamas) Ltd.)

      THIS OMNIBUS AMENDMENT NO. 1 , dated as of May 12, 2008 (this “ Amendment ”), is entered into by and among Deerfield Capital LLC, as the originator (in such capacity, the “ Originator ”) and as the servicer (in such capacity, the “ Servicer ”), DWFC, LLC and Deerfield TRS (Bahamas) Ltd., as the borrowers (in such capacity, each individually a “ Borrower ” and, collectively, the “ Borrowers ”), Wachovia Capital Markets, LLC, as the Administrative Agent (the “ Administrative Agent ”) and as VFCC Agent (the “ VFCC Agent ”), Variable Funding Capital Company LLC, as a Conduit Purchaser (“ VFCC ”) and Wachovia Bank, National Association, as the Swingline Purchaser. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement (as defined below).

R E C I T A L S

      WHEREAS , the Originator, the Servicer, the Borrowers, the Administrative Agent, VFCC, the Swingline Purchaser, U.S. Bank National Association, as collateral custodian and Lyon Financial Services, Inc., as backup servicer are parties to that certain Sale and Servicing Agreement, dated as of March 10, 2006, as amended by Amendment No. 1 to Sale and Servicing Agreement, dated as of July 13, 2006, Amendment No. 2 to Sale and Servicing Agreement, dated as of February 7, 2007, Amendment No. 3 to Sale and Servicing Agreement, dated as of March 7, 2007 and Amendment No. 4 to Sale and Servicing Agreement, dated as of April 6, 2007 (as further amended, modified, waived, supplemented or restated from time to time, the “ Agreement ”); and

      WHEREAS , the parties hereto desire to amend the Agreement and the various Transaction Documents as provided herein;

      NOW, THEREFORE , based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

      SECTION 1. AMENDMENTS .

     (a) The Agreement is hereby amended to reflect the blacklined changes set forth in Exhibit A to this Amendment.

     (b) Each of the Transaction Documents (other than the Agreement, which has been modified as set forth in Exhibit A to incorporate the following amendment), including the Exhibits and Schedules to the Agreement, is hereby amended such that any reference to “Variable Funding Certificate” or “VFC” is hereby deemed to refer to “Variable Funding Note” or “VFN”, respectively.

      SECTION 2. TRANSACTION DOCUMENTS IN FULL FORCE AND EFFECT AS AMENDED .

     Except as specifically amended hereby, all provisions of the Transaction Documents shall remain in full force and effect. After this Amendment becomes effective, all references to the Agreement, the “Transaction Documents, “Agreement,” “hereof,” “herein,” or words of similar effect referring to the Transaction Documents and the Agreement shall be deemed to mean the Transaction Documents and the Agreement as amended hereby. This Amendment shall not constitute a novation of any Transaction Document (including the Agreement), but shall constitute an amendment thereof. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of any Transaction Document (including the Agreement) other than as expressly set forth herein.

      SECTION 3. REPRESENTATIONS .

     Each of the Borrowers, the Originator and the Servicer represent and warrant as of the date of this Amendment as follows:

     (a) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment;

     (b) this Amendment has been duly executed and delivered by such party and constitutes such party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited (x) by general principles of equity and conflicts of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement, of creditors’ rights;

     (c) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such party of this Amendment;

     (d) the execution and delivery of this Amendment does not diminish or reduce its obligations under the Agreement and the other Transaction Documents in any manner;

     (e) the representations and warranties of the parties set forth in Sections 4.1 , 4.2 , and 4.3 of the Agreement, as applicable, are true and correct as of the date hereof (except those that expressly relate to an earlier date and those that would not be true and correct as a result of the failure of Deerfield Capital LLC to maintain stockholder’s equity of $240,000,000 plus 90% of the proceeds raised from equity issuers (such failure, the “ Net Worth Default ”)) and all of the provisions of the Agreement and the other Transaction Documents, except as amended hereby, are in full force and effect;

     (f) after giving effect to the execution and delivery of this Amendment, no unwaived event has occurred and is continuing which constitutes an Unmatured Termination Event or Termination Event, other than a Net Worth Default; and

     (g) each of the Borrowers, the Originator and the Servicer acknowledge and agree that the Amortization Period has commenced and the Purchasers shall not have any further obligation to fund Advances under the Agreement.

      SECTION 4. CONDITIONS TO EFFECTIVENESS .

     The effectiveness of this Amendment is subject to the receipt by the Administrative Agent of executed counterparts (or other evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf of each of the parties hereto.

      SECTION 5. MISCELLANEOUS .

     (a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

     (b) Each of the Borrowers affirms the liens and security interests created and granted by it in the Agreement and the other Transaction Documents and agrees that this Amendment shall in no manner adversely affect or impair such liens and security interests.

     (c) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

     (d) This Amendment may not be amended or otherwise modified except as provided in the Agreement.

     (e) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

     (f) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

     (g) This Amendment represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

     (h) The Originator agrees to pay all reasonable costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of the Administrative Agent’s legal counsel.

     (i)  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE

[Remainder of Page Intentionally Left Blank]

      IN WITNESS WHEREOF , the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE ADMINISTRATIVE AGENT AND THE VFCC AGENT:		WACHOVIA CAPITAL MARKETS, LLC
		By:		/s/ Craig Benton
				Name:    Craig Benton
				Title:      Vice President

[SIGNATURES CONTINUE ON NEXT PAGE]

Accepted and agreed:
BORROWER:		DWFC, LLC , as a Borrower
		By:		/s/ Frederick L. White
				Name: Frederick L. White
				Title: General Counsel
BORROWER:		DEERFIELD TRS (BAHAMAS) LTD. , as a Borrower
		By:		/s/ Frederick L. White
				Name: Frederick L. White
				Title: General Counsel
ORIGINATOR/SERVICER:		DEERFIELD CAPITAL LLC. , as the Originator and as Servicer
		By:		/s/ Frederick L. White
				Name: Frederick L. White
				Title: General Counsel

[ SIGNATURES CONTINUE ON NEXT PAGE ]

Accepted and agreed:
THE SWINGLINE PURCHASER:		WACHOVIA BANK, NATIONAL ASSOCIATION , as the Swingline Purchaser
		By:		/s/ Mike Romanzano
				Name: Mike Romanzano
				Title:   Director
VFCC:		VARIABLE FUNDING CAPITAL COMPANY LLC
		By:		Wachovia Capital Markets, LLC, as attorney-in-fact
		By:		/s/ Douglas R. Wilson, Sr.
				Name: Douglas R. Wilson, Sr.
				Title:   Director

EXHIBIT A

(See Attached)

U.S. $300,000,000

SALE AND SERVICING AGREEMENT

by and among

DEERFIELD TRIARC CAPITAL LLC,
as the Originator

DEERFIELD TRIARC CAPITAL LLC,
as the Servicer

DWFC, LLC,
as a Borrower

DEERFIELD TRIARC TRS (BAHAMAS) LTD.,
as a Borrower

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Swingline Purchaser

EACH OF THE CONDUIT PURCHASERS AND INSTITUTIONAL PURCHASERS FROM TIME TO TIME PARTY HERETO,
together with the Swingline Purchaser, as the Purchasers

EACH OF THE PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO,
as the Purchaser Agents

WACHOVIA CAPITAL MARKETS, LLC,
as the Administrative Agent

U.S. BANK NATIONAL ASSOCIATION,
as the Collateral Custodian

and

LYON FINANCIAL SERVICES, INC.,
(d/b/a U.S. Bank Portfolio Services),
as the Backup Servicer

Dated as of March 10, 2006

EXHIBITS
EXHIBIT A-1		Form of Borrowing Notice
EXHIBIT A-1-S		Form of Borrowing Notice (Swingline Funding Request)
EXHIBIT A-2		Form of Notice of Reduction of Advances Outstanding/Facility Amount
EXHIBIT A-3		Form of Notice of Reinvestment of Principal Collections
EXHIBIT A-4		Form of Borrowing Base Certificate
EXHIBIT B-1		Form of Variable Funding Note (Conduit Purchaser or Institutional Purchaser)
EXHIBIT B-2		Form of Variable Funding Note (Swingline Purchaser)
EXHIBIT C		Form of Servicing Report
EXHIBIT D		Form of Hedging Agreement (including Schedule and Confirmation)
EXHIBIT E-1		Form of Officer’s Certificate as to Solvency (Borrower)
EXHIBIT E-2		Form of Officer’s Certificate as to Solvency (Deerfield Triarc Capital LLC)
EXHIBIT F-1		Form of Officer’s Closing Certificate (Borrower)
EXHIBIT F-2		Form of Officer’s Closing Certificate (Deerfield Triarc Capital LLC)
EXHIBIT G-1		Form of Power of Attorney (Borrower)
EXHIBIT G-2		Form of Power of Attorney (Deerfield Triarc Capital LLC)
EXHIBIT H		Form of Release of Required Loan Documents
EXHIBIT I		Form of Servicer’s Certificate
EXHIBIT J		Form of Transferee Letter
EXHIBIT K		Form of Certificate of Closing Attorneys
EXHIBIT L		Form of Joinder Supplement
SCHEDULES
SCHEDULE I		Condition Precedent Documents
SCHEDULE II		Concentration Account Bank and Concentration Account
SCHEDULE III		Location of Required Loan Documents
SCHEDULE IV		Loan List
SCHEDULE V		Credit and Collection Policy
SCHEDULE VI		Agreed-Upon Procedures For Independent Public Accountants
SCHEDULE VII		Loan Rating Scale
SCHEDULE VIII		Moody’s Industry Classification Groups
SCHEDULE IX		Approved Hedge Counterparties
ANNEXES
ANNEX A		Addresses for Notices
ANNEX B		Commitments

SALE AND SERVICING AGREEMENT

      THIS SALE AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “ Agreement ”) is made as of this March 10, 2006, by and among:

     (1)  DEERFIELD TRIARC CAPITAL LLC, a Delaware limited liability company, as the originator (together with its successors and assigns in such capacity, the “ Originator ”) and as the servicer (together with its successors and assigns in such capacity, the “ Servicer ”);

     (2)  DWFC, LLC, a Delaware limited liability company, as a borrower (together with its successors and assigns in such capacity, a “ Borrower ”);

     (3)  DEERFIELD TRIARC TRS (BAHAMAS) LTD., a corporation formed under the laws of the Commonwealth of The Bahamas , as a borrower (together with its successors and assigns in such capacity, “TRS” or a “ Borrower ,” and together with DWFC, LLC, the “ Borrowers ”);

     (4)  EACH OF THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO , as a Conduit Purchaser;

     (5)  EACH OF THE INSTITUTIONAL PURCHASERS FROM TIME TO TIME PARTY HERETO , as an Institutional Purchaser;

     (6)  EACH OF THE PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO , as a Purchaser Agent;

     (7)  WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “ Wachovia ”), as the swingline purchaser (together with its successors and assigns in such capacity, the “ Swingline Purchaser ” and together with the Conduit Purchasers and the Institutional Purchasers, the “ Purchasers ”);

     (8)  WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company (together with its successors and assigns, “ WCM ”), as the administrative agent (together with its successors and assigns in such capacity, the “ Administrative Agent ”);

     (9)  LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services), not in its individual capacity but as the backup servicer (together with its successors and assigns in such capacity, the “ Backup Servicer ”); and

     (10)  U.S. BANK NATIONAL ASSOCIATION, a national banking association (“ U.S. Bank ”), not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “ Collateral Custodian ”).

Agent’s sole discretion) as a result of a prepayment by the Borrowers of Advances Outstanding on any day other than a Payment Date. All Breakage Costs shall be due and payable hereunder on each Payment Date in accordance with Section 2.9(a) and Section 2.10(a) . The determination by the applicable Purchaser Agent of the amount of any such loss, cost or expense shall be conclusive absent manifest error.

     “ Business Day ”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in New York, New York, Boston, Massachusetts, Florence, South Carolina, Marshall, Minnesota, Chicago, Illinois or Charlotte, North Carolina.

     “ Certificated Security ”: The meaning specified in Section 8-102(a)(4) of the UCC.

     “ Change of Control ”: Any of the following:

          (a) the creation or imposition of any Lien on any equity interest in a Borrower;

          (b) a Borrower’s organizational documents shall fail to be in full force and effect;

          (c) Deerfield Triarc Capital LLC or one of its Affiliates shall fail to be the Servicer;

          (d) the failure of Deerfield to own, directly or indirectly, 100% of the equity interests in each Borrower and the Originator;

          (e) the dissolution, termination or liquidation in whole or in part, transfer or other disposition of all or substantially all of the assets of, the Originator; or

          (f) the Management Agreement is terminated or for any reason is not in full force and effect.

     “ Change of Tax Law ”: Any change in application or public announcement of an official position under or any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of any jurisdiction in which an Obligor is organized, or any political subdivision or taxing authority of any of the foregoing, affecting taxation, or any change in the official application, enforcement or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), or any other action taken by a taxing authority or court of competent jurisdiction in the relevant jurisdiction.

     “ Charged-Off Loan ”: A Loan as to which any of the following has occurred: (i) the Servicer has determined in accordance with the Credit and Collection Policy and the Servicing Standard that such Loan is not collectible, (ii) the Loan has been a Delinquent Loan for a period of 60 days or more (without giving effect to any Servicer Advance thereon or any grace period permitted in the related Underlying Instruments), (iii) except in the case of a DIP Loan, the related Obligor is subject to an Insolvency Event (without giving effect to any cure period specified in the definition thereof) or (iv) except in the case of a DIP Loan, the related Obligor is

associated with the issuance of such Conduit Purchaser’s Commercial Paper Notes, and (ii) other borrowings by such Conduit Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, to the extent such amounts are allocated, in whole or in part, by such Conduit Purchaser’s Purchaser Agent to fund such Conduit Purchaser’s purchase or maintenance of the outstanding Advances made by such Purchaser during such Accrual Period; provided that if any component of such rate is a discount rate, in calculating the applicable “CP Rate” for such day, such Conduit Purchaser’s Purchaser Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent per annum rate or (b) such other rate as may be set forth as such in such Conduit Purchaser’s Purchaser Fee Letter.

     “ Credit and Collection Policy ”: With respect to the initial Servicer, the written credit policies and procedures manual of Deerfield set forth on Schedule V, as such credit and collection policy may be as amended or supplemented from time to time in accordance with Section 5.1(h) and Section 5.4(f), or, with respect to any Successor Servicer, the customary written collection policies and procedures of such Successor Servicer.

     “ Deerfield ”: Deerfield Triarc Capital Corp., a Maryland corporation.

     “ Deerfield LIBOR Rate ”: The posted rate for one-month, two-month or three-month, as applicable, deposits in Dollars appearing on Telerate Page 3750, as and when determined in accordance with the applicable Underlying Instruments.

     “ Deerfield Prime Rate ”: The referenced prime rate specified by the Originator in the applicable Underlying Instruments, such rate to change as and when the designated rate changes; provided that the Deerfield Prime Rate is not intended to be lowest rate of interest charged by the Originator in connection with extensions of credit to debtors.

     “ Delinquent Loan ”: A Loan (other than a Charged-Off Loan) as to which any of the following has occurred: (a) all or any portion of any one or more payments of principal or interest thereunder remains unpaid for at least 60 days from the original due date for such payment (without giving effect to any Servicer Advance thereon or any grace period permitted in the Underlying Instruments); (b) a Material Modification of the type described in clause (a) , (b) , (c) or (f) of the definition thereof has been made with respect to such Loan; (c) has been placed on non-accrual status; or (d) the Originator or one of its Affiliates has made a loan to the related Obligor or one of its Affiliates for the purpose of paying principal or interest on such Loan to avoid a payment default.

     “ Determination Date ”: The last day of each calendar month.

     “ DIP Loan ”: Any Loan to an Obligor that is a Chapter 11 debtor under the Bankruptcy Code which is permitted by the Credit and Collection Policy and also which satisfies the following criteria: (a) the Loan is duly authorized by a final order of the applicable bankruptcy court or federal district court under the provisions of subsection (b), (c) or (d) of 11 U.S.C. § 364; (b) the Obligor’s bankruptcy case is still pending as a case under the provisions of Chapter 11 of Title 11 of the Bankruptcy Code and has not been dismissed or converted to a case under the provisions of Chapter 7 of Title 11 of the Bankruptcy Code; (c) the Obligor’s obligations under

denominator of which is equal to the liquidation value of the Related Property securing such Loan (as determined by the Servicer in accordance with the Credit and Collection Policy and the Servicing Standard).

     “ Loan-to-Value Ratio ”: With respect to any Loan, measured as of any Determination Date, the percentage equivalent of a fraction, (i) the numerator of which is equal to the Outstanding Loan Balance under the related Underlying Instruments plus the outstanding principal balance of any other senior or pari passu indebtedness of the related Obligor and (ii) the denominator of which is equal to the enterprise value of the related Obligor (as determined by the Servicer in good faith in accordance with the Credit and Collection Policy and the Servicing Standard, unless the Administrative Agent in its sole discretion disagrees with such valuation, in which case the decision of the Administrative Agent as to the enterprise value of the Related Property shall be conclusive and binding). For the avoidance of doubt, in the case of Eligible Real Estate Loans, the denominator in the foregoing calculation shall be the lower of the Obligor’s cost to acquire the Mortgage Property or the current appraised value of the Mortgage Property.

     “ Management Agreement ”: The Management Agreement, dated as of December 23, 2004, between Deerfield Triarc Capital LLC and Deerfield.

     “ Margin Stock ”: “Margin Stock” as defined under Regulation U.

     “ Material Adverse Effect ”: With respect to any event or circumstance, means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Originator, the Servicer, or either Borrower taken as a whole, (b) the validity or enforceability of this Agreement or any other Transaction Document against the Originator, the Servicer or either Borrower or the validity, enforceability or collectibility of the Loans and Related Property generally or any material portion of the Loans and Related Property, (c) the rights and remedies of the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each Borrower, the Originator or the Servicer to perform its obligations under this Agreement or any Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Administrative Agent’s lien on the Loans and Related Property (except to the extent arising due to an act or omission of the Administrative Agent).

     “ Material Modification ”: Any amendment or waiver of, or modification or supplement to, an Underlying Instrument governing a Loan (i) executed or effected with the intent of making such Loan eligible for funding hereunder or (ii) executed or effected on or after the date on which the applicable Borrower acquired such Loan, which, in either case:

          (a) reduces or forgives any or all of the principal amount due under such Loan;

          (b) delays or extends the required or scheduled amortization of such Loan in any way that increases the Weighted Average Life; provided that the Weighted Average Life of such Loan may be increased by not more than 20% from its Weighted Average Life on the related Funding Date if the total leverage ratio (if defined in the related Underlying Instruments,

that is secured, directly or indirectly, by all Loans any Loan currently or formerly included in the Collateral or any portion thereof or any interest therein released from the Lien of this Agreement, including, without limitation, any collateralized loan obligation or collateralized debt obligation offering or other asset securitization ( provided that as of May 9, 2008 the foregoing transactions shall only constitute a Permitted Securitization if the proceeds of such transaction are in an amount sufficient to reduce the Aggregate Unpaids to zero) ; provided that if WCM or an Affiliate thereof does not act in the case of a term securitization transaction as sole or lead initial purchaser (or in a comparable role) or in the case of a conduit securitization transaction as administrative agent (or in a comparable role), then such Originator, Borrower or Affiliate must obtain the prior written consent of WCM; provided that no such consent shall be required if all Collateral is released from the Lien hereof and all Aggregate Unpaids hereunder are repaid in full concurrently with the closing of such Permitted Securitization.

     “ Person ”: An individual, partnership, corporation, limited liability company, joint stock company, trust (including a statutory or business trust), unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

     “ PIK Loan ”: A Loan which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan for some period of the time prior to such Loan requiring the current cash payment of such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received.

     “ Pool Charged–Off Ratio ”: As of any Determination Date, the percentage equivalent of a fraction, (i) the numerator of which is equal to the sum of the Outstanding Loan Balances of all Loans that became Charged-Off Loans, net of Recoveries, during the twelve (12) (or such fewer number of calendar months that have accrued since the Closing Date) immediately preceding calendar months, and (ii) the denominator of which is equal to the weighted average of the Aggregate Outstanding Loan Balance as of the beginning of the preceding twelve (12) (or such fewer number of calendar months that have accrued since the Closing Date) calendar months.

     “ Pool Delinquency Ratio ”: As of any Determination Date, the percentage equivalent of a fraction, (i) the numerator of which is equal to the sum of the Outstanding Loan Balances of all Loans that are Delinquent Loans as of such Determination Date, and (ii)&nb