Safeway (SWY)

13.5 Ratable Sharing.

A. Amounts Owed by Company. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment, by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under applicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender from Company (and not from Canada Safeway) hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due From Company” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due From Company then due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify each Primary Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due From Company then due to the other Lenders so that all such recoveries of Aggregate Amounts Due From Company then due shall be shared by all Lenders in proportion to the Aggregate Amounts Due From Company then due to them (as calculated prior to such recovery); provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

B. Amounts Owed By Canada Safeway. Canadian Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment, by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under any applicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in

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respect of Loans, Acceptances, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents from Canada Safeway (collectively, the “Aggregate Amounts Due From Canada Safeway” to such Lender) which is greater than the proportion received by any other Canadian Lender in respect of the Aggregate Amounts Due From Canada Safeway to such other Canadian Lender, then the Canadian Lender receiving such proportionately greater payment shall (i) notify each Primary Agent and each other Canadian Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due From Canada Safeway to the other Canadian Lenders so that all such recoveries of Aggregate Amounts Due From Canada Safeway shall be shared by all Canadian Lenders in proportion to the Aggregate Amounts Due From Canada Safeway to them (as calculated prior to such recovery); provided that if all or part of such proportionately greater payment received by such purchasing Canadian Lender is thereafter recovered from such Canadian Lender upon the bankruptcy or reorganization of any Canada Safeway or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Canadian Lender ratably to the extent of such recovery, but without interest. Canada Safeway expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Canada Safeway to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.