Safeway (SWY)

“2.8 Extension of Termination Date.

A. Requests for Extension. Company may, by notice to Administrative Agent, given not earlier than 60 days prior to each of the first and second anniversaries of the Second Amendment Effective Date (each such anniversary being referred to herein as an “Anniversary Date” and each such 60 day period prior to an Anniversary Date being referred to herein as a “Request Period”), request that each Lender, effective as of the first or second Anniversary Date, as the case may be, extend its Commitment beyond the Termination Date then in effect (the “Existing Termination Date”) for an additional one-year period from the Existing Termination Date; provided that no more than one such request may be made during each Request Period. Administrative Agent shall promptly notify each Lender of Company’s request for such extension (the date such notice is given being referred to herein as the “Notice Date”).

B. Lender Elections to Extend. Each Lender, acting in its sole discretion, shall, by notice to Administrative Agent given not later than 30 days following the Notice Date (the “Response Deadline”), advise Administrative Agent whether or not such

Lender agrees to such extension (each such Lender that determines not to so extend its Commitment being referred to as a “Non-Extending Lender”). Any Lender that does not so advise Administrative Agent on or before the Response Deadline shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension of the Termination Date shall not obligate any other Lender to so agree.

C. Notification by Administrative Agent. Administrative Agent shall notify Company of each Lender’s determination under this subsection 2.8 no later than the 5^th Business Day after the Response Deadline.

D. Additional Commitment Lenders. Company shall have the right on or before the related Anniversary Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in subsection 13.1, provided that each such Additional Commitment Lender shall enter into an Assignment and Assumption Agreement pursuant to which such Additional Commitment Lender shall undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).

E. Minimum Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed to so extend the Termination Date (each, an “Extending Lender”) and the Commitments of the Additional Commitment Lenders shall be more than 51% of the aggregate amount of the Commitments in effect immediately prior to the related Anniversary Date, then, effective as of the related Anniversary Date (but subject to the prior satisfaction of the conditions set forth in subsection 2.8F below), the Termination Date of this Agreement and the Termination Date with respect to the Commitments of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding anything herein to the contrary, the Commitment of each Non-Extending Lender shall remain in full force and effect until and shall terminate on the Existing Termination Date for such Non-Extending Lender, unless such Non-Extending Lender is replaced prior to the related Anniversary Date by an Additional Commitment Lender as provided in subsection 2.8D above.

F. Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Date pursuant to this subsection 2.8 shall not be effective with respect to any Lender unless:

(i) no event shall have occurred and be continuing or would result from the extension of the Termination Date that would constitute an Event of Default or a Potential Event of Default on the date of such extension; and

(ii) the representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of the date of such extension and after giving effect thereto, to the same extent as though made on and as of that date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case, such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date.

G. Payment of Non-Extending Lenders. On the effective date of any extension of the Termination Date hereunder, Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to subsections 2.3. 2.6D or 5.1) to the extent necessary to keep outstanding Loans ratable with any revised pro rata allocation of the Commitments of the respective Lenders effective as of such date.

H. Conflicting Provisions. This subsection shall supersede any provisions in subsection 13.6 to the contrary.”