Safeway (SWY)

C. Disbursement of Funds.

(i) Funding Domestic Loans Other Than Swing Line Loans and Negotiated Rate Loans. All Domestic Loans (other than Swing Line Loans and Negotiated Rate Loans) under this Agreement shall be made by Domestic Lenders simultaneously and proportionately to their respective Domestic Pro Rata Shares. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) requesting a Domestic Loan (other than a Swing Line Loan or a Negotiated Rate Loan), Administrative Agent shall notify each Domestic Lender of the proposed borrowing. Each Domestic Lender shall make the amount of its Loan available to Administrative Agent, in Dollars and same day funds, at the Domestic Funding and Payment Office not later than 12:00 noon (or in the case of Domestic Base Rate Loans, 2:00 p.m.) (New York time) on the applicable Funding Date.

(ii) Funding Canadian Loans Other Than Canadian Swing Line Loans. All Canadian Loans (other than Swing Line Loans) under this Agreement shall be made by Canadian Lenders (including, in the case of Canadian/U.S. Loans, U.S. Affiliates, as

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applicable) simultaneously and proportionately to their respective Canadian Pro Rata Shares. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) requesting a Canadian Loan (other than a Swing Line Loan), Administrative Agent shall notify each Canadian Lender of the proposed borrowing. Each Canadian Lender shall make the amount of its Loan available to Administrative Agent, in same day funds in the currency specified in the applicable Notice of Borrowing, whether Dollars or Canadian Dollars, at the Domestic Funding and Payment Office (in the case of any Canadian/U.S. Loans) or the Canadian Funding and Payment Office (in the case of any Canadian Loans other than Canadian/U.S. Loans), not later than 12:00 P.M. (Toronto time) on the applicable Funding Date.

(iii) Disbursement of Loan Proceeds by Administrative Agent. Except as provided in subsection 2.1A(iii) with respect to Loans advanced to refund Swing Line Loans and in subsection 3.3B with respect to Domestic Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 6.1 (in the case of Loans made on the Closing Date) and 6.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars or Canadian Dollars, as the case may be, equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to an account of the applicable Borrower at the Domestic Funding and Payment Office or Canadian Funding and Payment Office or to be wired to such account with another financial institution as such Borrower may specify in writing to Administrative Agent, as applicable.

(iv) Administrative Agent May Advance Funds; Failure of Lender to Fund Loan. Except with respect to Negotiated Rate Loans, unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans to be funded by such Lender that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks in the relevant currency for three Business Days and thereafter at the applicable Deemed Floating Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the applicable Deemed Floating Rate. Nothing in this

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subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Domestic Commitment or Canadian Commitment hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder.

No Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Domestic Commitment, Canadian Commitment, Domestic Swing Line Commitment or Canadian Swing Line Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder.

(v) Funding Swing Line Loans or Negotiated Rate Loans; Disbursement of Proceeds. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) requesting a Swing Line Loan or a Negotiated Rate Loan, Administrative Agent shall forward a copy of such notice to the Swing Line Lenders or the applicable Lender(s) specified therein. The Swing Line Lenders in respect of Domestic Swing Line Loans shall make the proceeds of any Swing Line Loans to be made by such Swing Line Lender promptly available to Administrative Agent, in Dollars and same day funds, at the Domestic Funding and Payment Office, on the applicable Funding Date. The Swing Line Lender in respect of Canadian Swing Line Loans shall make the proceeds of any Swing Line Loans to be made by such Swing Line Lender promptly available to Administrative Agent, in Canadian Dollars and same day funds, at the Canadian Funding and Payment Office, on the applicable Funding Date. Upon satisfaction or waiver of the conditions precedent specified in subsections 6.1 (in the case of Loans made on the Closing Date) and 6.2 (in the case of all Loans), Administrative Agent shall make the proceeds of any Swing Line Loans to be made by a Swing Line Lender available to the applicable Borrower on the applicable Funding Date by causing an amount equal to the proceeds of such Swing Line Loan, in same day funds and in Dollars or Canadian Dollars, as the case may be, to be credited to such account of the applicable Borrower as may be agreed to by the applicable Borrower and Swing Line Lender. Upon satisfaction or waiver of the conditions precedent specified in subsections 6.1 (in the case of Loans made on the Closing Date) and 6.2 (in the case of all Loans), the Lender in respect of a Negotiated Rate Loan shall make the proceeds of any Negotiated Rate Loan available to Company on the applicable Funding Date by causing an amount equal to the proceeds of such Loan, in same day funds and in Dollars to be credited to such account of the applicable Borrower as may be agreed to by Company and Lender.