Safeway (SWY)

9.3 Restriction on Fundamental Changes; Material Asset Sales.

Each Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or (B) enter into any transaction of merger or consolidation, or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, except:

(i) any Subsidiary of Company or any other Person may be merged or amalgamated with or into Company or any Wholly-Owned Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one

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transaction or a series of transactions, to Company or any Wholly-Owned Subsidiary of Company; provided that, (a) in the case of any such merger involving Company, Company shall be the surviving corporation, (b) in the case of such a merger involving Canada Safeway but not covered by clause (a), Canada Safeway shall be the surviving corporation and shall, after giving effect to such merger, be a Wholly-Owned Subsidiary of Company, and (c) in the case of such a merger involving a Wholly-Owned Subsidiary and not covered by either clause (a) or clause (b) above or permitted by clause (ii) below, the surviving corporation shall be a Wholly-Owned Subsidiary of Company; and

(ii) subject to the provisions of subsections 9.1, 9.4 and 9.6, Company and its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise dispose, including by merger, consolidation or amalgamation, of all or any part of its business, property or fixed assets, whether now owned or hereafter acquired in transactions that do not constitute Material Asset Sales; provided that if Canada Safeway would cease to be a Wholly-Owned Subsidiary of Company as the result of such conveyance, sale, transfer or other disposition, Borrowers shall have taken such actions as are necessary to terminate and pay all amounts due hereunder with respect to the Canadian Commitments as to Canada Safeway prior to or at the time such conveyance, sale, transfer or disposition becomes effective.