Safeway (SWY)

B. General Provisions Regarding Payments.

(i) Manner and Time of Payment. All payments by Company of principal, interest, fees and other Obligations hereunder and under the Notes issued by Company shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York time) on the due date at the Domestic Funding and Payment Office. All payments by Canada Safeway shall be in Dollars except for payments in respect of the principal amount of, and interest accrued in respect of, Loans denominated in Canadian Dollars or Acceptances, which principal and interest shall be payable in Canadian Dollars, and, in any event, shall be payable in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York time) on the due date at the Canadian Funding and Payment Office. Funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Each Borrower hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). Administrative Agent shall give the applicable Borrower notice of any such charge as soon as practicable, whether before or after making such charge.

(ii) Application of Payments to Principal and Interest. All payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to principal.

51

(iii) Apportionment of Payments. Aggregate principal and interest payments shall be apportioned among all outstanding Loans or Acceptances to which such payments relate, in each case proportionately to Lenders’ respective Domestic Pro Rata Shares or Canadian Pro Rata Shares, as applicable, of such Loans or Acceptances. Administrative Agent shall promptly distribute to each Domestic Lender, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as such Lender may request, its Domestic Pro Rata Share of all payments received by Administrative Agent in respect of Domestic Loans (other than Swing Line Loans and Negotiated Rate Loans). Administrative Agent shall promptly distribute to each Canadian Lender (or in the case of payments relating to Canadian/U.S. Loans, any U.S. Affiliate of such Canadian Lender, if any) at its primary address set forth below its name on the appropriate signature page hereof or at such other address as such Lender may request, its Canadian Pro Rata Share of all payments received by Administrative Agent in respect of Canadian Loans (other than Swing Line Loans) and Acceptances. Administrative Agent shall promptly distribute to each Swing Line Lender in respect of Domestic Swing Line Loans, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as such Swing Line Lender may request, its Domestic Swing Line Pro Rata Share of all payments received by Administrative Agent in respect of Domestic Swing Line Loans. Administrative Agent shall promptly distribute to the Swing Line Lender in respect of Canadian Swing Line Loans, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as the Swing Line Lender may request, its Canadian Swing Line Pro Rata Share of all payments received by Administrative Agent in respect of Canadian Swing Line Loans. Additionally, Administrative Agent shall distribute to each Lender, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as such Lender may request, its Aggregate Pro Rata Share of the facility fees when received by Administrative Agent pursuant to subsection 2.3.

Notwithstanding the foregoing provisions of this subsection 2.4B(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Floating Rate Loans in lieu of its Pro Rata Share of any Fixed Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(iv) Payments on Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the facility fees hereunder, as the case may be.

(v) Notation of Payment. Each Lender agrees that before disposing of any Note held by it, or any part thereof (other than by granting participations therein), that Lender will make a notation thereon of all Loans evidenced by that Note and all principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) a notation of any

52

Loan made under such Note shall not limit or otherwise affect the obligations of any Borrower hereunder or under such Note with respect to any Loan or any payments of principal or interest on such Note.