Safeway (SWY)

13.1 Successors and Assigns; Assignments and Participations in Loans and Letters of Credit.

A. General. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders (it being understood that Lenders’ rights of assignment are subject to the further provisions of this subsection 13.1). Neither Borrower’s rights or obligations hereunder nor any interest therein may be assigned or delegated by Borrower without the prior written consent of all Lenders (and any attempted assignment or transfer by such Borrower without such consent shall be null and void). No sale, assignment or transfer or participation of any Letter of Credit or any participation therein may be made separately from a sale, assignment, transfer or participation of a corresponding interest in the Domestic Commitment and the Domestic Loans of the Lender effecting such sale, assignment, transfer or participation. No such sale, assignment, transfer or participation of any Acceptance or related Draft or any participation therein may be made separately from a sale, assignment, transfer or participation of a corresponding interest in the Canadian Commitment and the Canadian Loans (other than Canadian Swing Line Loans of the Lender effecting such sale, assignment, transfer or participation as permitted herein). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Affiliates of each of Administrative Agent and Lenders and Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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