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4 200407371 I thereto and granted to the Trustee a security interest in the Fixtures (as so defined) for the purpose of securing the Obligations (as so defined) of the Trustor, inter alia, in respect of the indebtedness evidenced by the notes referred to below and more particularly described in the Existing Deed of Trust; WHEREAS, the Company, the Trustor, the other guarantors named therein, the Lenders and the Beneficiary entered into an Amended and Restated Credit Agreement dated as of the date hereof (the "2004 Credit Agreement "), pursuant to which the Existing Credit Agreement was amended and restated in its entirety (the Existing Credit Agreement, as so amended by the 2004 Credit Agreement and as further modified and supplemented and in effect from time to time being hereinafter called the "Credit Agreement "); and WHEREAS, it is a condition to the obligation of the Lenders under the Credit Agreement that the Trustor execute and deliver this Confirmation; NOW, THEREFORE, to induce the Lenders to amend the Existing Credit Agreement pursuant to the 2004 Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustor has agreed that the Existing Deed of Trust shall be hereby modified as follows: Section 1. Defined Terms. Each capitalized term used herein and not otherwise defined herein shall have the meaning assigned thereto in the Existing Deed of Trust. In addition, certain terms defined in the Existing Deed of Trust shall be used therein as follows: (a) any reference in the Existing Deed of Trust to the term "Lenders" shall be deemed to be a reference to the Lenders from time to time party to the Credit Agreement; (b) any reference in the Existing Deed of Trust to "this Deed of Trust" shall be deemed to be a reference to the Existing Deed of Trust as amended by this Confirmation; (c) any reference in the Existing Deed of Trust to "the Credit Agreement" shall be deemed to be a reference to the Credit Agreement as defined in this Confirmation; and (d) any reference in the Existing Deed of Trust to "the Notes" shall be deemed to be a reference to the Notes as defined in the Credit Agreement. Section 2. Confirmation and Restatement. The Trustor, to induce the Beneficiary and the Lenders to consummate the transactions contemplated by the Credit Agreement and to extend credit thereunder, and in order to continue to secure the payment of the Obligations, hereby confirms and restates (a) the conveyance pursuant to the Existing Deed of Trust to the Trustee for the benefit and security of the Beneficiary of the Trust Estate and (b) the grant NY1: #3375558x2