Safeway (SWY)

4.7 Acceptance Payment Obligations.

A. General Obligation. Canada Safeway unconditionally hereby agrees to pay to Administrative Agent for the account of each Canadian Lender, on the maturity date for each Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such then-maturing Acceptance.

B. Payment at Maturity. The obligation of Canada Safeway set forth in subsection 4.7A to pay to Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by paying to Administrative Agent at or before 12:00 noon (Toronto time) on the

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maturity date for such Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such Acceptance; provided that Canada Safeway shall have given not less than one Business Day’s prior notice to Administrative Agent (which shall promptly notify each Canadian Lender thereof) of its intent to pay Administrative Agent in the manner contemplated by this sentence. Canada Safeway shall make each payment hereunder in respect of Acceptances by deposit of the required funds to Administrative Agent at the Canadian Funding and Payment Office. Upon receipt of such payment, Administrative Agent will promptly thereafter cause such payment to be distributed in like funds in payment of Acceptances ratably (based on the proportion that the aggregate Face Amount of Acceptances accepted by any Canadian Lender maturing on the relevant date bears to the aggregate Face Amount of Acceptances accepted by all Canadian Lenders maturing on such date) to Canadian Lenders for their account. Such payment to Administrative Agent shall satisfy Canada Safeway’s obligations under any Acceptances to which it relates and each Canadian Lender that has accepted such Acceptances shall thereafter be solely responsible for the payment of such Acceptances.

C. Rollover. The obligation of Canada Safeway set forth in subsection 4.7A to pay to Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by Canada Safeway requesting that new Drafts be accepted and discounted by the Canadian Lenders in the manner contemplated by Section 4 in substitution for any then-maturing Acceptance; provided that no Potential Event of Default or Event of Default shall have occurred and be continuing and Canada Safeway shall have delivered to Administrative Agent (which shall promptly provide a copy thereof to each Canadian Lender) a duly completed Drawing Notice not later than 12:00 noon (Toronto time) one Business Day prior to such maturity date, together with any other documents, instruments, certificates and other information contemplated by Section 4.

D. Conversion. In the event Canada Safeway does not or cannot for any reason comply with the provisions of subsections 4.7B or 4.7C with respect to the obligation of Canada Safeway set forth in subsection 4.7A to pay to Administrative Agent the Face Amount of any then-maturing Acceptance, the unpaid amount due and payable in respect thereof shall be converted as of such date, and without any necessity for Canada Safeway to give a Notice of Borrowing in accordance with subsection 2.1B, to, and thereafter be outstanding as, a Canadian Prime Rate Loan made by Canadian Lenders in accordance with their Canadian Pro Rata Shares and shall bear interest calculated and payable as provided in subsection 2.2.