Safeway (SWY)

4.2 Drawing Notice.

Each Drawing shall be made on two Business Days prior written notice specified in relation to Acceptances, given not later than 12:00 noon (Toronto time), by Canada Safeway to Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender’s ratable portion of the aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit X annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (i) the Drawing Date; (ii) the aggregate Face Amount of Drafts to be accepted; (iii) the maturity date for such Drafts (it being agreed and understood that Canada Safeway shall not request a maturity date for Drafts which would be subsequent to the Termination Date); and (iv) whether the Acceptances are to be delivered to or to the order of the applicable Borrower or to be purchased by the Canadian Lenders.

Neither Administrative Agent nor any Canadian Lender shall incur any liability to any Borrower in acting on the telephonic notice referred to above which Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Canada Safeway or for otherwise acting in good faith under this Section 4, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, Canada Safeway shall be liable with respect thereto as provided herein.

Each Drawing Notice shall be irrevocable and binding on Canada Safeway. Canada Safeway shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by Canada Safeway to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 4 or subsection 6.4, if the Drawing, as a result of such failure, is not made on such date.

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