Safeway (SWY)

5.3 Replacement of Lenders.

In the event (i) any Borrower is required under the provisions of subsection 2.6C or 5.1 to make payments to any Lender, (ii) any Lender refuses to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Requisite Lenders as provided in the first sentence of subsection 13.6A, or (iii) any Lender defaults in its obligations to fund a Loan pursuant to this Agreement (during the period that any

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such default has occurred and is continuing, any such Lender being referred to herein as a “Defaulting Lender”), (x) such Borrower may within 120 days after the date of any notice or demand requiring such payment under subsection 2.6C or 5.1 is given and so long as no Event of Default shall have occurred and be continuing, in the case of clause (i) above, and (y) subject to subsection 13.6B, Company may at any time, so long as no Event of Default shall have occurred and be continuing, in the case of clause (ii) or (iii) above, elect to terminate such Lender (and, if such Lender is a Canadian Lender having a U.S. Affiliate, such U.S. Affiliate) as a party (or parties) to this Agreement; provided that, concurrently with such termination, (i) each Borrower shall pay that Lender (and any U.S. Affiliate of such Lender, if any), without duplication, all principal, interest and fees and other amounts (including, without limitation, amounts, if any, owed under subsections 5.1 or 2.6D) owed to such Lender (and any such U.S. Affiliate) through such date of termination, (ii) another Lender or Eligible Assignee shall agree, as of such date, in accordance with the provisions of subsection 13.1, to become a Lender for all purposes under this Agreement (whether by assignment or amendment, if necessary) and to assume all obligations of the Lender to be terminated as of such date and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

The obligations of Lenders to make Loans, to create Acceptances and to issue and participate in Letters of Credit hereunder and to deem the Existing Company Letters of Credit to be Letters of Credit issued hereunder are subject to the satisfaction of the following conditions: