Exhibit 10.5
 OMNIBUS AMENDMENT NO. 1
 (DWFC, LLC and Deerfield TRS (Bahamas) Ltd.)
 THIS
OMNIBUS AMENDMENT NO. 1 Amendment Originator Servicer Borrower Borrowers Administrative Agent VFCC
Agent VFCC
 R E C I T A L S
 WHEREAS Agreement
 WHEREAS
 NOW, THEREFORE
 SECTION 1. AMENDMENTS .
 Exhibit A
 Exhibit A




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SECTION 2. TRANSACTION DOCUMENTS IN FULL FORCE AND EFFECT AS AMENDED
  SECTION 3. REPRESENTATIONS
      Sections
4.1 4.2 4.3 plus Net Worth Default
  2




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SECTION 4. CONDITIONS TO EFFECTIVENESS
  SECTION 5. MISCELLANEOUS
         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
 3




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STATE
OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 [Remainder of Page Intentionally Left Blank]
 4




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IN WITNESS WHEREOF
 THE ADMINISTRATIVE AGENT 
AND THE VFCC AGENT:
    
    WACHOVIA CAPITAL MARKETS, LLCBy:
    
    /s/ Craig BentonName:    Craig BentonTitle:      Vice President
 [SIGNATURES CONTINUE ON NEXT PAGE]
 Omnibus Amendment




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Accepted and agreed:BORROWER:
    
    DWFC, LLC,
as a BorrowerBy:
    
    /s/ Frederick L. WhiteName: Frederick L. WhiteTitle: General CounselBORROWER:
    
    DEERFIELD TRS (BAHAMAS) LTD.,
as a BorrowerBy:
    
    /s/ Frederick L. WhiteName: Frederick L. WhiteTitle: General CounselORIGINATOR/SERVICER:
    
    DEERFIELD CAPITAL LLC.,
as the Originator and as ServicerBy:
    
    /s/ Frederick L. WhiteName: Frederick L. WhiteTitle: General Counsel
 [ SIGNATURES CONTINUE ON NEXT PAGE ]
 Omnibus Amendment




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Accepted and agreed:THE SWINGLINE PURCHASER:
    
    WACHOVIA BANK,
NATIONAL ASSOCIATION,
as the Swingline PurchaserBy:
    
    /s/ Mike RomanzanoName: Mike RomanzanoTitle:   DirectorVFCC:
    
    VARIABLE FUNDING
CAPITAL COMPANY LLCBy:
    
    Wachovia Capital Markets, LLC,
as attorney-in-factBy:
    
    /s/ Douglas R. Wilson, Sr.Name:  Douglas R. Wilson, Sr.Title:   Director
 Omnibus Amendment




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EXHIBIT A
  Omnibus Amendment




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U.S. $300,000,000
 SALE AND SERVICING AGREEMENT
  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
  LYON FINANCIAL SERVICES, INC.,   as the Backup Servicer




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EXHIBITSEXHIBIT A-1
    
    Form of Borrowing NoticeEXHIBIT A-1-S
    
    Form of Borrowing Notice (Swingline Funding Request)EXHIBIT A-2
    
    Form of Notice of Reduction of Advances Outstanding/Facility AmountEXHIBIT A-3
    
    Form of Notice of Reinvestment of Principal CollectionsEXHIBIT A-4
    
    Form of Borrowing Base CertificateEXHIBIT 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 ReportEXHIBIT 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 DocumentsEXHIBIT I
    
    Form of Servicers CertificateEXHIBIT J
    
    Form of Transferee LetterEXHIBIT K
    
    Form of Certificate of Closing AttorneysEXHIBIT L
    
    Form of Joinder SupplementSCHEDULESSCHEDULE I
    
    Condition Precedent DocumentsSCHEDULE II
    
    Concentration Account Bank and Concentration AccountSCHEDULE III
    
    Location of Required Loan DocumentsSCHEDULE IV
    
    Loan ListSCHEDULE V
    
    Credit and Collection PolicySCHEDULE VI
    
    Agreed-Upon Procedures For Independent Public AccountantsSCHEDULE VII
    
    Loan Rating ScaleSCHEDULE VIII
    
    Moodys Industry Classification GroupsSCHEDULE IX
    
    Approved Hedge CounterpartiesANNEXESANNEX A
    
    Addresses for NoticesANNEX B
    
    Commitments
 vi




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SALE AND SERVICING AGREEMENT
 THIS SALE AND SERVICING AGREEMENT Agreement
 DEERFIELD TRIARC CAPITAL LLC, Originator Servicer
 DWFC, LLC, Borrower
 DEERFIELD TRIARC TRS (BAHAMAS) LTD., , Borrower Borrowers
 EACH OF THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO
 EACH OF THE INSTITUTIONAL PURCHASERS FROM TIME TO TIME PARTY HERETO
 EACH OF THE PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO
 WACHOVIA BANK, NATIONAL ASSOCIATION, Wachovia Swingline Purchaser Purchasers
 WACHOVIA CAPITAL MARKETS, LLC, WCM Administrative Agent
 LYON FINANCIAL SERVICES, INC. Backup Servicer
 U.S. BANK NATIONAL ASSOCIATION, U.S. Bank Collateral Custodian




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Section 2.9(a) Section 2.10(a)
 Business Day
 Certificated Security
 Change of Control
   Triarc
    Change of Tax Law
 Charged-Off Loan
 7




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provided per annum
 Credit and Collection Policy
 Deerfield Triarc
 Deerfield LIBOR Rate
 Deerfield Prime Rate provided
 Delinquent Loan clause (a) (b) (c) (f)
 Determination Date
 DIP Loan
 12




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Loan-to-Value Ratio pari passu
 Management Agreement Triarc
 Margin Stock
 Material Adverse Effect
 Material Modification
  provided
 30




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all Loans any Loan or formerly (providedthat 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 provided
 Person
 PIK Loan
 Pool ChargedOff Ratio
 Pool Delinquency Ratio
 Pool Yield minus
 Predecessor Servicer Work Product Section 6.16(e)
 36




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Retained Interest clause (a)
 Retransfer Date Section
2.18(b)
 Retransfer Price Section
2.18(b)(i)
 Review Criteria Section
8.2(b)(i).
 Revolving Loan
 Revolving Period
 Risk Rating
 S&P
 Sale Agreement Triarc
 Scheduled Payment
 42




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Senior Secured Real Estate Loan
 Senior Subordinated Loan
 Servicer Triarc
 Servicer Advance Section 6.5
 Servicer Default Section 6.15
 Servicer Termination Notice Section 6.15
 Servicers Certificate Section 6.10(c)
 Servicing Fee
 Servicing File
    44




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provided clause (b)
  Section 6.16(e) provided Triarc Section
2.9(a)(4)
 pro rata
 pro rata subclauses (a) (b) pro rata pro rata subclause (b)
 pro rata
 clause (3)
  55




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pro rata provided
  Section 6.16(e); provided Triarc Section 2.10(a)(4);
 pro rata
 pro rata subclauses (a) (b) pro rata subclause (b)
 pro rata
 clause (3)
  Section 2.11. Collections and Allocations.
 Collections.
 57




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Schedule III Schedule III
   Triarc
 ARTICLE IV.
 REPRESENTATIONS AND WARRANTIES
 Section 4. 1. Representations and Warranties of the Borrowers.
  Organization and Good Standing.
 Due Qualification.
 73




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Reports Accurate.
 Location of Offices. Triarc Annex A Section 5.2(g) Exhibit F-1.
 Concentration Account. Schedule II.
 Tradenames.
 Sale Agreement.
 Value Given.
 77




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Preservation of Existence.
 Location of Required Loan Documents. Section 8.8, Annex A
 Section 5.9. Negative Covenants of the Collateral Custodian.
  Required Loan Documents.
 No Changes to Collateral Custodian Fee.
 ARTICLE VI.
 ADMINISTRATION AND SERVICING OF CONTRACTS
 Section 6.1. Designation of the Servicer.
 Initial Servicer. Section 6.1. Triarc
 Successor Servicer. Section 6.15
 99




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Underlying Instruments.
 Establishment of the Collection Account. Triarc Principal Collections Account) Interest
Collections Account), Section 2.9(b) Section 2.9(a).
 Adjustments.
 Section 6.5. Servicer Advances.
  104




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Section 2.9(a)(4) Section 2.10(a)(4),
 Section 6. 9. Payment of Certain Expenses by Servicer.
 Section 6.6 provided pro rata.
 Section 6.10. Reports.
 Borrowing Notice. Notice of Reduction of Advances Outstanding/Facility Amount and
Notice of Reinvestment of Principal Collections. Section 2.5(b), Section 2.9(b),
 Servicing Report. Servicing Report Exhibit C
 Servicers Certificate. Exhibit I Servicers Certificate
 Financial Statements. Triarc
 106




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Section 6.15(g)) provided
   Triarc
 Triarc Triarc
 109




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provided,
however,
     Triarc
 Servicer
 Section 6.16. Appointment of Successor Servicer.
 Section 6. 15, Section 2.9 Section 2.10,
 110




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Triarc Triarc
 Section 13.3. Ratable Payments.
 Section 11.1)
 Section 13.4. No Waiver; Remedies.
  Section 13.5. Binding Effect; Benefit of Agreement.
  Section 13.6. Term of this Agreement.
 Articles IV Articles VI, VII VIII, provided Articles
III IV, Article XI Section 13.9, Section
 137




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BORROWER:
    
    DWFC, LLC, as aBorrowerBy:Name:Title:BORROWER:
    
    DEERFIELDTRIARC TRS (BAHAMAS)
LTD.,as aBorrowerBy:Name:Title:THE ORIGINATOR:
    
    DEERFIELD
TRIARC CAPITAL LLC,
as the OriginatorBy:Name:Title:THE SERVICER:
    
    DEERFIELDTRIARC CAPITAL LLC,
as the ServicerBy:Name:Title:
 [Signatures Continued on the Following Page]




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Annex A
 DWFC, LLC    th       th
 DEERFIELD TRIARC TRS (BAHAMAS) LTD.




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Annex A (Continued)
 th
 th
 DEERFIELD TRIARC CAPITAL LLC    th       th




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Annex A (Continued)
 Collateral Custodian:
 U. S. BANK NATIONAL ASSOCIATION     Triarc
 U. S. BANK NATIONAL ASSOCIATION      Triarc
 Backup Servicer:
 LYON FINANCIAL SERVICES, INC.      Triarc