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EFTA01382389

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Amendment No. 3 to Form S-1 Table of Contents Safeway ABL Facility exceed (i) the aggregate commitments or (ii) the then-current borrowing base, and (b) in an amount equal to 100% of the net cash proceeds of certain asset sales, casualty events and other dispositions of ABS/Safeway ABL Priority Collateral (to the extent of the type included in the borrowing base) (or under certain circumstances, the amount advanced or available to be advanced against the ABS/Safeway ABL Priority Collateral subject to the sale, casualty or other disposition). Interest. Amounts outstanding under the ABS/Safeway ABL Agreement bear interest at a rate per annum equal to, at our option (a) the base rate, plus an applicable margin equal to (i) 0.50% (if daily average excess availability during the most recently ended fiscal quarter is greater than 66% of the aggregate commitments), (ii) 0.75% (if daily average excess availability during the most recently ended fiscal quarter is less than or equal to 66% of the aggregate commitments, but greater than or equal to 20% of the aggregate commitments), or (iii) 1.00% (if daily average excess availability during the most recently ended fiscal quarter is less than 20% of the aggregate commitments), or (b) the LIBOR rate, plus an applicable margin equal to (i) 1.50% (if daily average excess availability during the most recently ended fiscal quarter is greater than 66% of the aggregate commitments), (ii) 1.75% (if daily average excess availability during the most recently ended fiscal quarter is less than or equal to 66% of the aggregate commitments, but greater than or equal to 20% of the aggregate commitments), or (iii) 2.00% (if daily average excess availability during the most recently ended fiscal quarter is less than 20% of the aggregate commitments). If not paid when due, the ABS/Safeway ABL Facility bears interest at the rate otherwise applicable to such loans at such time plus an additional 2% per annum during the continuance

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