JOINT FILING AGREEMENT

CUSIP No. 000000000  13D Page 17  of  27  Pages

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the beneficial ownership of Common Stock, $0.001 par value per share, of Deerfield Capital Corporation is being filed with the Securities and Exchange Commission on behalf of each of them. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 18, 2011

	COMMERCIAL INDUSTRIAL FINANCE CORP.
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Chief Executive Officer
	CIFC PARENT HOLDINGS LLC
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Chief Executive Officer
	CHARLESBANK CIFC HOLDINGS, LLC By: Charlesbank Equity Fund V, Limited Partnership,         its Managing Member
	By: Charlesbank Equity Fund V GP, Limited Partnership,         its General Partner
	By: Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel
	CHARLESBANK EQUITY FUND V, LIMITED PARTNERSHIP By: Charlesbank Equity Fund V GP, Limited Partnership,         its General Partner
	By: Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

CUSIP No. 000000000  13D Page 18  of  27  Pages

	CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP By: Charlesbank Equity Fund VI GP, Limited Partnership,         its General Partner
	By: Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel
	CB OFFSHORE EQUITY FUND VI, L.P. By: Charlesbank Equity Fund VI GP, Limited Partnership,         its Managing General Partner
	By: Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel
	CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP By: Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel
	CHARLESBANK EQUITY COINVESTMENT FUND VI, LIMITED PARTNERSHIP By: Charlesbank Equity Coinvestment Fund VI GP,         Limited Partnership, its General Partner
	By: Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel
	CHARLESBANK CAPITAL PARTNERS, LLC
	By:	/s/ Xxxx X.Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel