Safeway (SWY)

3.2 Letter of Credit Fees.

Company in requesting the issuance of a Letter of Credit pursuant to subsection 3.1 agrees to pay the following amounts with respect to Letters of Credit issued hereunder by any Issuing Lender (including, without limitation, the Existing Company Letters of Credit):

(i) with respect to each Standby Letter of Credit, (a) a fronting fee payable directly to such Issuing Lender for its own account, equal to 0.125% per annum of the daily maximum amount available to be drawn under such Standby Letter of Credit and (b) a letter of credit fee payable to Administrative Agent for the account of Domestic Lenders, equal to the Pricing Margin, as in effect from time to time, per annum on the daily maximum amount available to be drawn under such Standby Letter of Credit, in each case payable in arrears on and to (but excluding) each Quarterly Payment Date and computed on the basis of a 360-day year for the actual number of days elapsed;

(ii) with respect to each Commercial Letter of Credit, (a) such fees and commissions as are mutually agreed to by the Issuing Lender issuing such Commercial Letter of Credit and Company, payable directly to such Issuing Lender for its own account and at the times and calculated in the manner required by such Issuing Lender and (b) a letter of credit fee payable to Administrative Agent for the account of Issuing Lenders, equal to 50% of the Pricing Margin, as in effect from time to time, per annum on the daily maximum amount available to be drawn under such Commercial Letter of Credit, payable in arrears on and to (but excluding) each Quarterly Payment Date and computed on the basis of a 360-day year for the actual number of days elapsed; and

(iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to such Issuing Lender for its own account and in accordance with such Issuing Lender’s standard schedule for such charges in effect at the time of such issuance, amendment, transfer or payment of drawing, as the case may be.

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Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) of this subsection 3.2, Administrative Agent shall distribute to each other Domestic Lender its Domestic Pro Rata Share of such amount.