Common use of JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS Clause in Contracts

JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 126136 12.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 126136 12.2 Waiver of Notices 127137 12.3 Amendments and Waivers 127137 12.4 Waiver of Counterclaims 130140 12.5 Indemnification 130140 12.6 Costs and Expenses 131141 SECTION 13. THE AGENT 132142 13.1 Appointment and Authority 132142 13.2 Rights as a Lender 132142 13.3 Exculpatory Provisions 132142 13.4 Reliance by Agent 133143 13.5 Delegation of Duties 134143 13.6 Resignation of Agent 134144 13.7 Non-Reliance on Agent and Other Lenders 134144 13.8 No Other Duties, Etc. 134144 13.9 Agent May File Proofs of Claim 135144 13.10 Collateral and Guaranty Matters 135145 13.11 Withholding Tax Indemnity 136146 SECTION 14. TERM OF AGREEMENT; MISCELLANEOUS 137147 14.1 Term 137147 14.2 Interpretative Provisions 137147 14.3 Notices 138148 14.4 Partial Invalidity 140150 14.5 Confidentiality 140150 14.6 Successors 142152 14.7 Assignments; Participations 142152 14.8 Entire Agreement 147157 14.9 USA XXXXXXX Xxx 000000 14.10 Counterparts, Etc. 148158 14.11 Payments Set Aside 148158 14.12 Guarantee 148158 14.13 Pro Forma Calculations 154164 14.14 Setoff 155166 14.15 No Waiver; Cumulative Remedies 156166 14.16 Interest Rate Limitation 156166 Page 14.17 Survival of Representations and Warranties 156167 14.18 No Advisory or Fiduciary Responsibility 157167 14.19 Binding Effect 157167 14.20 Amendment and Restatement 157167 14.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 168 INDEX TO EXHIBITS AND SCHEDULES Exhibit A Form of Assignment and Acceptance Exhibit B Form of Compliance Certificate Exhibit C Form of Committed Loan Notice Exhibit D Form of Term Note Exhibit E Form of Security Agreement Exhibit F [Reserved] Exhibit G [Reserved] Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit I Form of Discounted Prepayment Option Notice Exhibit J Form of Lender Participation Notice Exhibit K Form of Discounted Voluntary Prepayment Notice Exhibit L Form of Affiliated Lender Assignment and Acceptance Exhibit M [Reserved] Exhibit N-1 Form of ABL Intercreditor Agreement Exhibit N-2 Form of Term Loan Intercreditor Agreement Exhibit O Form of Solvency Certificate Exhibit P Form of Escrow Agreement Schedule I Subsidiary Guarantors Schedule 1.01 Commitments Schedule 1.02 Accounting Period Schedule 1.03 Real Estate Subsidiaries Schedule 1.04 Unrestricted Subsidiaries Schedule 1.05 Debt Refinancing Schedule 8.1 Loan Parties Schedule 8.4(b)(1) Owned Real Estate Schedule 8.4(b)(2) Leased Real Estate Schedule 8.6 Litigation Schedule 8.8 Environmental Matters Schedule 8.11 Intellectual Property Schedule 8.12 Subsidiaries; Other Equity Investments Schedule 8.13 Labor Matters Schedule 8.15 Material Contracts Schedule 8.23(a) Deposit Accounts Schedule 8.23(b) Credit Card Agreements Schedule 8.26 Defaults Schedule 8.30 Participation Agreements Schedule 9.6 Financial Reporting Schedule 9.21 Post-Closing Matters Schedule 10.1 Existing Liens Schedule 10.2 Existing Investments Schedule 10.3 Existing Indebtedness Schedule 10.8 Transactions with Affiliates Schedule 10.9 Certain Contractual Obligations Schedule 10.14 Designation of Unrestricted Subsidiaries SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”) is entered into by and among ALBERTSON’S LLC, a Delaware limited liability company (“Parent Borrower”), ALBERTSON’S HOLDINGSALBERTSONS COMPANIES, LLC (“Holdings”), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, “Agent” as hereinafter further defined).

JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 126136 12.1 97 10.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 126136 12.2 97 10.2 Waiver of Notices 127137 12.3 99 10.3 Amendments and Waivers 127137 12.4 99 10.4 Waiver of Counterclaims 130140 12.5 Counterclaim 100 10.5 Indemnification 130140 12.6 Costs and Expenses 131141 100 SECTION 13. THE AGENT 132142 13.1 Appointment and Authority 132142 13.2 Rights as a Lender 132142 13.3 Exculpatory Provisions 132142 13.4 Reliance by Agent 133143 13.5 Delegation of Duties 134143 13.6 Resignation of Agent 134144 13.7 Non-Reliance on Agent and Other Lenders 134144 13.8 No Other Duties, Etc. 134144 13.9 Agent May File Proofs of Claim 135144 13.10 Collateral and Guaranty Matters 135145 13.11 Withholding Tax Indemnity 136146 SECTION 14. 11 TERM OF AGREEMENT; MISCELLANEOUS 137147 14.1 101 11.1 Term 137147 14.2 101 11.2 Notices 101 11.3 Partial Invalidity 102 11.4 Successors and Assignment 102 11.5 Entire Agreement 105 11.6 Headings 105 11.7 Judgment Currency 105 11.8 Interpretative Provisions 137147 14.3 Notices 138148 14.4 Partial Invalidity 140150 14.5 Confidentiality 140150 14.6 Successors 142152 14.7 Assignments; Participations 142152 14.8 Entire Agreement 147157 14.9 USA XXXXXXX Xxx 000000 14.10 Counterparts105 11.9 Counterparts 106 11.10 Tranche B Lenders Purchase Option 106 11.11 Revolving Lender Purchase Option 109 Table of Contents (cont’d.) Page No. 11.12 Competing Purchase Options 110 11.13 US Obligation Purchase Requirement 110 11.14 Limitation on Gross Up for Withholding Tax 110 11.15 Tranche B Agent and Tranche B Lender 111 SECTION 12 THE AGENT AND THE TRANCHE B AGENT 111 12.1 Appointment, Etc. 148158 14.11 Payments Set Aside 148158 14.12 Guarantee 148158 14.13 Pro Forma Calculations 154164 14.14 Setoff 155166 14.15 No Waiver; Cumulative Remedies 156166 14.16 Interest Rate Limitation 156166 Page 14.17 Survival Powers and Immunities 111 12.2 Reliance By Agent and Tranche B Agent 112 12.3 Events of Representations Default 112 12.4 Agents in their Individual Capacity 113 12.5 Indemnification 113 12.6 Non-Reliance on Agent, Tranche B Agent and Warranties 156167 14.18 No Advisory or Fiduciary Responsibility 157167 14.19 Binding Effect 157167 14.20 Amendment Other Lenders 114 12.7 Failure to Act 114 12.8 Concerning the Collateral and Restatement 157167 14.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 168 INDEX TO EXHIBITS AND SCHEDULES Exhibit A Form of Assignment and Acceptance Exhibit B Form of Compliance Certificate Exhibit C Form of Committed Loan Notice Exhibit D Form of Term Note Exhibit E Form of Security Agreement Exhibit F [Reserved] Exhibit G [Reserved] Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit I Form of Discounted Prepayment Option Notice Exhibit J Form of Lender Participation Notice Exhibit K Form of Discounted Voluntary Prepayment Notice Exhibit L Form of Affiliated Lender Assignment and Acceptance Exhibit M [Reserved] Exhibit N-1 Form of ABL Intercreditor Agreement Exhibit N-2 Form of Term Loan Intercreditor Agreement Exhibit O Form of Solvency Certificate Exhibit P Form of Escrow Agreement Schedule I Subsidiary Guarantors Schedule 1.01 Commitments Schedule 1.02 Accounting Period Schedule 1.03 Real Estate Subsidiaries Schedule 1.04 Unrestricted Subsidiaries Schedule 1.05 Debt Refinancing Schedule 8.1 Loan Parties Schedule 8.4(b)(1) Owned Real Estate Schedule 8.4(b)(2) Leased Real Estate Schedule 8.6 Litigation Schedule 8.8 Environmental Matters Schedule 8.11 Intellectual Property Schedule 8.12 Subsidiaries; Other Equity Investments Schedule 8.13 Labor Matters Schedule 8.15 Material Contracts Schedule 8.23(a) Deposit Accounts Schedule 8.23(b) Credit Card the Related Financing Agreements Schedule 8.26 Defaults Schedule 8.30 Participation Agreements Schedule 9.6 Financial Reporting Schedule 9.21 Post-Closing Matters Schedule 10.1 Existing Liens Schedule 10.2 Existing Investments Schedule 10.3 Existing Indebtedness Schedule 10.8 Transactions with Affiliates Schedule 10.9 Certain Contractual Obligations Schedule 10.14 Designation of Unrestricted Subsidiaries SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”) is entered into by and among ALBERTSON’S LLC, a Delaware limited liability company (“Parent Borrower”), ALBERTSON’S HOLDINGSALBERTSONS COMPANIES, LLC (“Holdings”), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, “Agent” as hereinafter further defined).115

JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 126136 12.1 112 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 126136 12.2 112 11.2 Waiver of Notices 127137 12.3 113 11.3 Amendments and Waivers 127137 12.4 Waivers. 114 11.4 Waiver of Counterclaims 130140 12.5 116 11.5 Indemnification 130140 12.6 Costs and Expenses 131141 116 SECTION 1312. THE AGENT 132142 13.1 Appointment 116 12.1 Appointment, Powers and Authority 132142 13.2 Rights as a Lender 132142 13.3 Exculpatory Provisions 132142 13.4 Immunities 116 12.2 Reliance by Agent 133143 13.5 Delegation 117 12.3 Events of Duties 134143 13.6 Resignation of Agent 134144 13.7 Default 117 12.4 Congress in its Individual Capacity 118 12.5 Indemnification 118 12.6 Non-Reliance on Agent and Other Lenders 134144 13.8 No Other Duties, Etc. 134144 13.9 Agent May File Proofs of Claim 135144 13.10 118 12.7 Failure to Act 119 12.8 Additional Loans 119 12.9 Concerning the Collateral and Guaranty the Related Financing Agreements 119 12.10 Field Audit, Examination Reports and other Information; Disclaimer by Lenders 120 12.11 Collateral Matters 135145 13.11 Withholding Tax Indemnity 136146 120 12.12 Agency for Perfection 122 12.13 Successor Agent 122 12.14 Co-Agent 122 SECTION 13. ACKNOWLEDGMENT AND RESTATEMENT 123 13.1 Existing Obligations 123 13.2 Acknowledgment of Security Interests 123 13.3 Existing Loan Agreement 123 13.4 Restatement 124 13.5 Release 124 SECTION 14. TERM OF AGREEMENT; MISCELLANEOUS 137147 124 14.1 Term 137147 124 14.2 Interpretative Provisions 137147 127 14.3 Notices 138148 128 14.4 Partial Invalidity 140150 129 14.5 Confidentiality 140150 129 14.6 Successors 142152 130 14.7 Assignments; Participations 142152 Participations. 131 14.8 Entire Agreement 147157 14.9 USA XXXXXXX Xxx 000000 14.10 Counterparts, Etc. 148158 14.11 Payments Set Aside 148158 14.12 Guarantee 148158 14.13 Pro Forma Calculations 154164 14.14 Setoff 155166 14.15 No Waiver; Cumulative Remedies 156166 14.16 Interest Rate Limitation 156166 Page 14.17 Survival of Representations and Warranties 156167 14.18 No Advisory or Fiduciary Responsibility 157167 14.19 Binding Effect 157167 14.20 Amendment and Restatement 157167 14.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 168 133 INDEX TO EXHIBITS AND SCHEDULES Exhibit A Form of Assignment and Acceptance Exhibit B Information Certificate Exhibit C Form of Compliance Certificate Exhibit C Form of Committed Loan Notice Exhibit D Form of Term Note Borrowing Base Certificate Exhibit E Form of Security Agreement Exhibit F [Reserved] Exhibit G [Reserved] Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit I Form of Discounted Prepayment Option Notice Exhibit J Form of Lender Participation Notice Exhibit K Form of Discounted Voluntary Prepayment Notice Exhibit L Form of Affiliated Lender Assignment and Acceptance Exhibit M [Reserved] Exhibit N-1 Form of ABL Intercreditor Agreement Exhibit N-2 Form of Weekly Collateral Report Schedule 1 Commitments Schedule 1.50 Equipment Term Loan Intercreditor Agreement Exhibit O Form Documents Schedule 1.64 Existing Letters of Solvency Certificate Exhibit P Form of Escrow Agreement Credit Schedule I Subsidiary Guarantors Schedule 1.01 Commitments Schedule 1.02 Accounting Period Schedule 1.03 Real Estate Subsidiaries Schedule 1.04 Unrestricted Subsidiaries Schedule 1.05 Debt Refinancing Schedule 8.1 Loan Parties Schedule 8.4(b)(1) Owned Real Estate Schedule 8.4(b)(2) Leased Real Estate Schedule 8.6 Litigation Schedule 8.8 Environmental Matters Schedule 8.11 Intellectual Property Schedule 8.12 Subsidiaries; Other Equity Investments Schedule 8.13 Labor Matters Schedule 8.15 Material Contracts Schedule 8.23(a) Deposit Accounts Schedule 8.23(b) 1.119 PNC Credit Card Documents Schedule 1.138 Synthetic Lease Facility Agreements Schedule 8.26 Defaults Schedule 8.30 Participation Agreements Schedule 9.6 Financial Reporting Schedule 9.21 Post-Closing Matters Schedule 10.1 Existing Liens Schedule 10.2 Existing Investments Schedule 10.3 Existing Indebtedness Schedule 10.8 Transactions with Affiliates Schedule 10.9 Certain Contractual Obligations Schedule 10.14 Designation of Unrestricted Subsidiaries SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”) is entered into by and among ALBERTSON’S LLC, a Delaware limited liability company (“Parent Borrower”), ALBERTSON’S HOLDINGSALBERTSONS COMPANIES, LLC (“Holdings”), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, “Agent” as hereinafter further defined).AND SECURITY AGREEMENT