0000950144-08-001961 Sample Contracts

WAIVER
Waiver • March 14th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • New York

This WAIVER, dated March 14, 2008 (this “Waiver”), is entered into by and among DEERFIELD CAPITAL CORP., a Maryland corporation (the “Parent”), DEERFIELD & COMPANY LLC, an Illinois limited liability company (the “Issuer”) and the Required Holders (as defined in the Note Purchase Agreement).

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WAIVER
Waiver • March 14th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • New York

This WAIVER, dated March 14, 2008 (this “Waiver”), is entered into by and among DEERFIELD CAPITAL CORP., a Maryland corporation (the “Parent”), DEERFIELD & COMPANY LLC, an Illinois limited liability company (the “Issuer”), TRIARC DEERFIELD HOLDINGS, LLC (“TDH”), as administrative holder under the Note Purchase Agreement referred to below (together with its permitted successors in such capacity, the “Administrative Holder”) and the Required Holders (as defined in the Note Purchase Agreement).

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