Safeway (SWY)

D. The Register.

(i) Administrative Agent shall maintain, at its address referred to in subsection 13.8, a register for the recordation of the names and addresses of Lenders, the Domestic Commitment, Canadian Commitment and Loans of each Lender, and the Domestic Swing Line Commitment, Canadian Swing Line Commitment and Swing Line Loans of each Swing Line Lender from time to time (the “Register”). The Register shall

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be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(ii) Administrative Agent shall record in the Register the Domestic Commitment, Canadian Commitment and the Loans from time to time of each Lender and the Domestic Swing Line Commitment and Canadian Swing Line Commitment of each Swing Line Lender and each repayment or prepayment in respect of the principal amount of the Loans of each Lender. Any such recordation shall be conclusive and binding on Borrowers and each Lender, absent manifest or demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Borrower’s Obligations in respect of the applicable Loans.

(iii) Each Lender shall record on its internal records (including, without limitation, any Note held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on Borrowers and such Lender, absent manifest or demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Borrower’s Obligations in respect of the applicable Loans; and provided, further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(iv) Borrowers, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Domestic Commitments, Canadian Commitments, Domestic Swing Line Commitments, Canadian Swing Line Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Domestic Commitment, Canadian Commitment, Domestic Swing Line Commitment, Canadian Swing Line Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register as provided in subsection 13.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Domestic Commitment, Canadian Commitment, Domestic Swing Line Commitment, Canadian Swing Line Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Domestic Commitment, Canadian Commitment, Domestic Swing Line Commitment, Canadian Swing Line Commitment or Loan.

(v) Company hereby designates Administrative Agent to serve on Company’s behalf solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 13.3.

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E. Optional Notes. If so requested by any Lender by written notice to any Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, such Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 13.1) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after such Borrower’s receipt of such notice) a promissory note to evidence such Lender’s Loans to such Borrower, substantially in the form of Exhibit IV-A annexed hereto, in the case of Domestic Loans and Canadian/U.S. Loans advanced to Company or Exhibit IV-B annexed hereto, in the case of Canadian Loans advanced to Canada Safeway, in each case with appropriate insertions.

Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 13.1B(ii). Any request, authority or consent of any person or entity who, at the time of making such request or giving such authority or consent, is the record holder of any Note shall be conclusive and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in exchange therefor.