Safeway (SWY)

9.1 Liens and Related Matters.

A. Prohibition on Liens. Each Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of such Borrower or any such Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, or file or authorize the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

(i) Permitted Encumbrances;

(ii) Liens existing as of the Closing Date securing Indebtedness in an aggregate amount not exceeding the principal amount of the Indebtedness or related commitment secured by such Liens on the Closing Date;

(iii) Liens arising pursuant (a) to purchase money mortgages securing Indebtedness representing the purchase price (or financing of the purchase price within 180 days after the respective purchase) of property or other assets acquired by Company or any of its Subsidiaries (including, without limitation, Liens arising under Capital Leases) or (b) mortgages or security agreements securing financing incurred to refurbish, renovate or otherwise improve existing assets, provided, in any event, that any such Liens attach only to the assets so purchased, refurbished, renovated or improved;

(iv) Liens existing on specific tangible assets at the time acquired (including by acquisition, merger or consolidation) by Company or any of its Subsidiaries or on

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assets of a Person at the time such Person first becomes a Subsidiary of Company, provided that (a) any such Liens were not created at the time of or in contemplation of the acquisition of such assets or Person by Company or any of its Subsidiaries and (b) in the case of any such acquisition of a Person other than Casa Ley, any such Lien attached only to specific tangible assets of such Person and not assets of such Person generally;

(v) Liens securing extensions, renewals or refinancings of any Indebtedness secured by Liens permitted under any of the preceding clauses (i), (ii), (iii) and (iv) of this subsection 9.1A, provided that the principal or committed amount of any such Indebtedness (a) is not increased over the principal or committed amount outstanding at the time of any such extension or renewal and (b) is not secured by Liens on any additional assets, except that all or any portion of the aggregate amount of the Indebtedness described in such clauses (i), (ii), (iii) or (iv) may be extended, renewed or refinanced in a single financing that does not increase the aggregate principal amount of such Indebtedness but which may provide for cross-collateralization with respect to property and assets theretofore encumbered to secure all or any portion of the Indebtedness being extended, renewed or refinanced;

(vi) Liens on assets substituted for assets theretofore encumbered pursuant to Liens permitted pursuant to the preceding clauses (i), (ii), (iii), (iv) and (v) of this subsection 9.1A to secure the Indebtedness or obligations theretofore secured, provided that the fair market value of such assets at the time such Liens are created, as reasonably determined by Company, shall not exceed the fair market value of such previously encumbered assets for which such assets have been substituted;

(vii) Liens on Company’s and its Subsidiaries’ accounts receivable securing receivable securitizations and similar receivable financing programs;

(viii) Liens on assets of Company’s Subsidiaries securing Indebtedness owed to Company or any of its Wholly-Owned Subsidiaries; provided that the holder of such secured Indebtedness may not transfer any such secured Indebtedness to any Person other than Company or a Wholly-Owned Subsidiary of Company unless, upon giving effect to such transfer, such Liens would be permitted under the provisions of this subsection 9.1A (other than this clause (viii)); and

(ix) Other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed 5% of the Book Value of the consolidated tangible assets of Company and its Subsidiaries (other than Unrestricted Subsidiaries) at any time.

B. No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein, each Borrower will not, and will not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s capital stock owned by Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company, such Borrower or any other

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Subsidiary of Company, (iii) make loans or advances to Company, such Borrower or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company, such Borrower or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Closing Date or any restrictions under any Subordinated Indebtedness, (b) any restrictions with respect to a Subsidiary that is not a Subsidiary on the Closing Date under any agreement in existence at the time such Subsidiary becomes a Subsidiary of Company, (c) any restrictions with respect to a Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 9.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f), provided that the terms and conditions of any such agreement are no less favorable to Company than those under the agreement so amended, refinanced or replaced.