Safeway (SWY)

4.4 Acceptance and Purchase or Delivery of Drafts.

Not later than 11:00 A.M. (Toronto time) on an applicable Drawing Date, each Canadian Lender shall complete one or more Drafts dated the date of such Drawing, with the maturity date specified in the applicable Drawing Notice, accept such Drafts, and following fulfillment of any applicable conditions and as specified in the applicable Drawing Notice either (a) purchase the Acceptances thereby created for the Drawing Purchase Price or (b) deliver such Acceptances as provided below.

Canada Safeway shall, not later than 10:30 A.M. (Toronto time) on the applicable Drawing Date, notify Administrative Agent of such Borrower’s delivery instructions for the Acceptances to be delivered to it in accordance with the applicable Drawing Notice and pay to Administrative Agent, for distribution to the Canadian Lenders in accordance with their Canadian Pro Rata Shares, the Drawing Fees relating thereto. The Canadian Lenders shall promptly deliver such Acceptances in accordance with such instructions.

Canada Safeway shall pay Drawing Fees in respect of Acceptances by deposit of the required funds to Administrative Agent at its Canadian Funding and Payment Office. On receipt of those payments, Administrative Agent will promptly thereafter cause those Drawing Fees to be distributed in like funds to the applicable Canadian Lender for its account.

The failure of any Canadian Lender to create and purchase or deliver Acceptances as part of any Drawing shall not relieve such Canadian Lender of its obligation, if any, to create and purchase or deliver Acceptances hereunder, but a Canadian Lender shall not be responsible for the failure of any other Canadian Lender to create and purchase or deliver Acceptances on the Drawing Date for any Drawing.

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