AGREEMENT     1. Estoppel, Acknowledgement and Reaffirmation. The Loan Parties hereby acknowledgetheir obligations under the respective Transaction Documents to which they are party and reaffirmthat each of the liens and security interests created and granted in or pursuant to the TransactionDocuments is valid and subsisting and that this Agreement shall in no manner impair or otherwiseadversely effect such liens and security interests.     2. Forbearance. Subject to the terms and conditions set forth herein, theAdministrative Agent and the Lenders agree that they shall, during the Forbearance Period (asdefined below), (i) forbear from exercising any and all rights or remedies available to them underthe Sale and Servicing Agreement, the other Transaction Documents and Applicable Law as a result ofthe Acknowledged Termination Event, but only to the extent such rights or remedies ariseexclusively as a result of the Acknowledged Termination Event and (ii) waive application of theConcentration Limit set forth in clause (a) of the definition of “Concentration Limits”; *provided*that the Administrative Agent and the Lenders shall be free to exercise any or all of their rightsand remedies arising on account of the Acknowledged Termination Event and the limited waiverdescribed in clause (ii) above shall terminate and the Concentration Limits described in clause (a)of the definition thereof shall be applied, at any time upon or after the end of the ForbearancePeriod (as defined below).     3. Forbearance Termination Events. Nothing set forth herein or contemplated hereby isintended to constitute an agreement by the Administrative Agent or the Lenders to forbear fromexercising any of the rights available to them under the Sale and Servicing Agreement, the otherTransaction Documents, or Applicable Law (all of which rights and remedies are hereby expresslyreserved by the Administrative Agent and the Lenders) upon or after the occurrence of the end ofthe Forbearance Period. As used herein, a “Forbearance Termination Event” shall mean theoccurrence of any Termination Event other than the Acknowledged Termination Event. The period fromthe date hereof to (but excluding) the earliest to occur of (a) if the ratio of the AdvancesOutstanding at the close of business on July 17, 2008 to the sum of the Borrowing Base calculatedat the close of business on July 17, 2008 (including 60% of the Outstanding Loan Balance as of July17, 2008 due from Synventive Acquisition Inc.) *plus*Collections received but not applied to thereduction of the Advances Outstanding as of the close of business on July 17, 2008 is greater than55%, July 17, 2008 (b) September 10, 2008 and (c) the date on which a Forbearance Termination Eventoccurs shall be referred to as the “Forbearance Period”.     4. Effectiveness. This Agreement shall be effective as of the date when the followingconditions shall have been satisfied in form and substance satisfactory to the Administrative Agentshall have received (i) executed counterparts hereto, (ii) executed counterparts to that certainOmnibus Amendment dated the date hereof and (iii) $3,000,000 cash in reduction of the AdvancesOutstanding pursuant to the requirements (other than the notice requirement, which is herebywaived) set forth in Section 2.5(b) of the Sale and Servicing Agreement (which, for the avoidanceof doubt, shall not result in a corresponding decrease in the Aggregate Outstanding Loan Balance).
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     5. Representations of Loan Parties. Each of the Loan Parties represents and warrantsas follows:     (a) It has taken all necessary action to authorize the execution, delivery andperformance of this Agreement.     (b) This Agreement has been duly executed and delivered by such Person and constitutessuch Person’s legal, valid and binding obligation, enforceable in accordance with its terms,except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization,fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rightsgenerally and (ii) general principles of equity (regardless of whether such enforceabilityis considered in a proceeding at law or in equity).     (c) No consent, approval, authorization or order of, or filing, registration orqualification with, any court or governmental authority or third party is required inconnection with the execution, delivery or performance by such Person of this Agreement.     (d) The execution and delivery of this Agreement does not (i) violate, contravene orconflict with any provision of its organization documents or (ii) violate, contravene orconflict with any laws applicable to it or any of its Subsidiaries.     (e) Immediately after giving effect to this Agreement, (i) the representations andwarranties of the Loan Parties set forth in the Transaction Documents shall be true andcorrect in all material respects (except that the representation as to no existence of aTermination Event or Potential Termination Event is hereby made subject to the AcknowledgedTermination Event) and (ii) no Potential Termination Event or Termination Event (other thanthe Acknowledged Termination Event) shall have occurred or be continuing.     6. Reference to and Effect on Transaction Documents. Except as specifically modifiedherein, the Transaction Documents shall remain in full force and effect. The execution, deliveryand effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy ofthe Lenders, the Swingline Purchaser, the Collateral Agent, the Backup Servicer, the AdministrativeAgent or the Hedge Counterparty under any of the Transaction Documents, or constitute a waiver oramendment of any provision of any of the Transaction Documents, except as expressly set forthherein. Any breach of the terms of this Agreement shall constitute a Termination Event under theSale and Servicing Agreement, and this Agreement shall constitute a Transaction Document.     7. Further Assurances. Each of the parties hereto agrees to execute and deliver, orto cause to be executed and delivered, all such instruments as may reasonably be requested toeffectuate the intent and purposes, and to carry out the terms, of this Agreement.     8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW
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PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OFTHE STATE OF NEW YORK).     9. Release. As a material part of the consideration for Administrative Agent and theLenders entering into this Agreement, the Loan Parties agree as follows (the “ReleaseProvision”):     (a) Release and Discharge. Each Loan Party hereby releases and foreverdischarges the Administrative Agent and the Lenders and their respective predecessors,successors, assigns, officers, managers, directors, shareholders, employees, agents,attorneys, representatives, parent corporations, subsidiaries, and affiliates (the“Lender Parties”) jointly and severally from any and all claims, counterclaims,demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities,accounts, offsets, rights, actions and causes of action of any nature whatsoever, including,without limitation, all claims, demands, and causes of action for contribution andindemnity, whether arising at law or in equity, presently possessed, whether known orunknown, whether liability be direct or indirect, liquidated or unliquidated, presentlyaccrued, whether absolute or contingent, foreseen or unforeseen, and whether or notheretofore asserted, which such Loan Party may have or claim to have as of the date of thisAgreement against any Lender Party in any way related to the Transaction Documents.     (b) Covenant Not to Sue. Each Loan Party agrees not to sue any Lender Party orin any way assist any other person or entity in suing any Lender Party with respect to anyclaim released herein. The Release Provision may be pleaded as a full and complete defenseto, and may be used as the basis for an injunction against, any action, suit, or otherproceeding which may be instituted, prosecuted, or attempted in breach of the releasecontained herein.     (c) Representations and Warranties. Each Loan Party hereby acknowledges,represents and warrants to each Lender Party that:     (i) Such Loan Party has read and understands the effect of the ReleaseProvision. Such Loan Party has had the assistance of independent counsel of its ownchoice, or has had the opportunity to retain such independent counsel, in reviewing,discussing, and considering all the terms of the Release Provision; and if counselwas retained, counsel for such Loan Party has read and considered the ReleaseProvision and advised such Loan Party to execute the same. Before execution of thisAgreement, such Loan Party has had adequate opportunity to make whateverinvestigation or inquiry it may deem necessary or desirable in connection with thesubject matter of the Release Provision.     (ii) Such Loan Party has executed this Agreement and the Release Provisionthereof as its free and voluntary act, without any duress, coercion, or undueinfluence exerted by or on behalf of any person.
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     (d) Consideration. Such Loan Party understands that the Release Provision wasa material consideration in the agreement of the Administrative Agent and the Lenders toenter into this Agreement.     (e) Broadly Construed. It is the express intent of such Loan Party that therelease and discharge set forth in the Release Provision be construed as broadly as possiblein favor of the Administrative Agent and the Lenders so as to foreclose forever theassertion by such Loan Party of any claims released hereby against the Administrative Agentand the Lenders.     10. Miscellaneous.     (a) Section headings in this Agreement are included herein for convenience of referenceonly and shall not constitute a part of this Agreement for any other purpose.     (b) This Agreement may be executed in any number of separate counterparts, each ofwhich shall collectively and separately constitute one agreement. Delivery of an executedcounterpart of this Agreement by facsimile shall be effective as an original and shallconstitute a representation that an original shall be delivered to the Administrative Agent.     11. Entire Agreement. This Agreement and the other Transaction Documents embody theentire agreement between the parties and supersede all prior agreements and understandings, if any,relating to the subject matter hereof. This Agreement and the other Transaction Documentsrepresent the final agreement between the parties and may not be contradicted by evidence of prior,contemporaneous or subsequent oral agreements of the parties.[remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written.       **BORROWER:** **DWFC, LLC**,