NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinaftercontained, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows: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, (ii) waive the requirement tomaintain stockholder’s equity in the amount set forth in Section 6.15(j) of the Sale and ServicingAgreement and (iii) waive application of the Concentration Limits in computing the Borrowing Base;*provided*that the Administrative Agent and the Lenders shall be free to exercise any or all oftheir rights and remedies arising on account of the Acknowledged Termination Event and the limitedwaiver described in clauses (ii) and (iii) above shall terminate and allConcentration Limits shall be applied, at any time upon or after the end of the Forbearance Period(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 thebreach of any of the obligations set forth in Section 4 hereof or the occurrence of anyTermination Event other than the Acknowledged Termination Event. The “Forbearance Period”shall be the period from, and including, the date hereof to (but excluding) the earliest to occurof:     (a) if the ratio (expressed as a percentage) of (i) the Advances Outstanding at theclose of business on each “Target Date” specified in the table below to (ii) the sum of (A)the Borrowing Base (after giving effect to the waiver of the application of theConcentration Limits) calculated at the close of business on such Target Date (including (x)60% of the Outstanding Loan Balance as of such Target Date due from Synventive AcquisitionInc. and (y) until the Loan to Medical Media Partners returns to compliance with itsapplicable Loan-to-Value Ratio, 0% of the Outstanding Loan Balance as of such Target Datedue from Medical Media Partners) *plus*(B) Collections received but not applied to thereduction of the Advances Outstanding as of the close of business on such
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Target Date (the “Leverage Ratio”) is greater than the corresponding “TargetPercentage” specified in the table below, such Target Date:   **Target Date** **Target Percentage**   August 15, 2008 52%   September 15, 2008 50%   October 31, 2008 40%   November 30, 2008 25%   December 31, 2008 0%     and     (b) the date on which a Forbearance Termination Event occurs.     4. Further Obligations. During the Forbearance Period,     (a) the Servicer shall use commercially reasonable efforts to provide to theAdministrative Agent, upon request, all information regarding each Eligible Loan in theCollateral (including, without limitation, the most recent credit analysis of each Obligorwith respect to such Eligible Loan);     (b) unless the Administrative Agent shall otherwise consent in writing, such consentnot be unreasonably withheld, none of the Loan Parties shall effect a sale, assignment,transfer or other conveyance of any part of the Collateral (a “Transfer”) thatwould, after giving effect to such Transfer, cause the ratio (expressed as a percentage) of(i) Advances Outstanding to (ii) the sum of (A) the Borrowing Base (including (x) 60% of theOutstanding Loan Balance due from Synventive Acquisition Inc. and (y) until the Loan toMedical Media Partners returns to compliance with its applicable Loan-to-Value Ratio, 0% ofthe Outstanding Loan Balance due from Medical Media Partners), *plus*(B) Collections and theproceeds of such Transfer received but not applied to the reduction of Advances Outstandingto exceed, for a period of more than ten (10) Business Days (subject to extension at theAdministrative Agent’s discretion, but in any case without limiting the effect ofSection 3(a) hereof), such ratio as computed immediately prior to the date of suchTransfer; and     (c) the Loan Parties will:     (i) ensure that, as a result of any Eligible Loans in the Collateral failing onany Measurement Date to satisfy the requirements set forth in the definition of“Eligible Loan” in the Sale and Servicing Agreement, the Leverage Ratio shall notexceed, for a period of more than ten (10) Business Days (subject to extension atthe Administrative Agent’s discretion, but in any case without
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limiting the effect of Section 3(a) hereof) the Leverage Ratio ascomputed immediately prior to such Measurement Date; and     (ii) with respect to the waiver or amendment (including, without limitation,pursuant to a Material Modification) of the material terms of an Eligible Loan inthe Collateral (A) if the Target Percentage is 40% or less, provide written noticeto the Administrative Agent of any such waiver or amendment promptly upon becomingaware thereof and (B) if the Target Percentage exceeds 40%, provide, not later thanfive (5) Business Days prior to the effective date of such waiver or amendment,written notice to the Administrative Agent of such waiver or amendment along withthe Servicer’s recommendation for approval or rejection of such waiver or amendment,as applicable, and the Administrative Agent shall determine, in its reasonablejudgment, if such waiver or amendment, as applicable, is commercially reasonable andconsistent with industry practice, in each case, giving consideration to thecreditworthiness of the related Obligor and current market conditions. TheAdministrative Agent shall use reasonable efforts to deliver its approval orrejection of such waiver or amendment, as applicable, within four (4) Business Daysof receipt of such notice. If the Administrative Agent approves such waiver oramendment, as applicable, the relevant Loan Party may approve or consent to suchwaiver or amendment, as applicable. If the Administrative Agent rejects such waiveror amendment, as applicable, the relevant Loan Party shall not approve or consent tosuch waiver or amendment, as applicable. For the avoidance of doubt, a waiver oramendment (including, without limitation, pursuant to a Material Modification) ofthe material terms of an Eligible Loan in the Collateral that the AdministrativeAgent rejects and that is consented to or approved by the lenders party to suchEligible Loan other than a Loan Party shall not be a Forbearance Termination Event.     5. Cure. The Loan Parties may cure any breach of Sections 4(b) or4(c)(i) by depositing cash in the Collection Account or providing to the AdministrativeAgent and the Collateral Custodian signed copies of all documentation evidencing a sale of one ormore Loans, which shall (or, in the case of a Loan sale, the cash proceeds of which shall) besufficient to cause the Leverage Ratio to comply with the levels specified in Sections 4(b)or 4(c)(i), as applicable.     6. 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 executed counterparts hereto.     7. 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.
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     (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.     8. 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, or theAdministrative Agent under any of the Transaction Documents, or constitute a waiver or amendment ofany provision of any of the Transaction Documents, except as expressly set forth herein. Anybreach of the terms of this Agreement shall constitute a Termination Event under the Sale andServicing Agreement, and this Agreement shall constitute a Transaction Document.     9. 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.     10. 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 PROVISIONS THEREOF (OTHER THANSECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).     11. 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”):
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     (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.     (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.
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     12. 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.     13. 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,**