Safeway (SWY)

11.5 Successor Primary Agent and Swing Line Lender.

A. Successor Primary Agent. Any Primary Agent may resign at any time by giving 30 days’ prior written notice thereof to Lenders and Company, and any Primary Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Primary Agents and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Primary Agent, as applicable; provided that if no Event of Default under subsection 10.1, 10.6 or 10.7 has occurred and is continuing, such appointment shall be subject to Company’s consent, which consent shall not be unreasonably withheld or delayed; provided, further, that if Requisite Lenders have not acted to appoint a successor Primary Agent, as applicable, within 30 days after any such notice of resignation or any such removal, then the remaining Primary Agent or Primary Agents shall appoint such a successor (subject to Company’s consent to such appointment, such consent not to be unreasonably withheld), and in the event there is no remaining Primary Agent, Company shall appoint such a successor. Upon the acceptance of any appointment as Administrative Agent or other Primary Agent hereunder by a successor Administrative Agent or other Primary Agent, as applicable, such successor Administrative Agent or other Primary Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent or other Primary Agent, as applicable, and the retiring or removed Administrative Agent or other Primary Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent’s or other Primary Agent’s resignation or removal hereunder as Administrative Agent or such other Primary Agent, as applicable, the provisions of this Section 11 shall inure to its benefit as to any

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actions taken or omitted to be taken by it while it was Administrative Agent or such other Primary Agent, as applicable, under this Agreement.

B. Successor Swing Line Lender. Any Swing Line Lender may resign at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon receipt of any such notice of resignation, Company shall have the right to appoint as a successor Swing Line Lender any Lender that agrees, in its sole discretion, to accept the Domestic Swing Line Commitment or Canadian Swing Line Commitment, as the case may be, of the resigning Swing Line Lender. Upon the acceptance of any appointment as Swing Line Lender hereunder by a successor Swing Line Lender, such successor Swing Line Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Swing Line Lender, and the resigning Swing Line Lender shall thereupon be discharged from its duties and obligations under this Agreement, provided that the resigning Swing Line Lender shall be so discharged in any case no later than 30 days after giving written notice of its resignation as contemplated hereunder. After any resigning Swing Line Lender’s resignation hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Swing Line Lender under this Agreement.