FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

(s) The payment obligations of the Borrower and each Co-Obligor under this Agreement and the Promissory Notes constitute unconditional, unsubordinated
obligations of the Borrower and the relevant Co-Obligor, as the case may be, have been secured pursuant to the Collateral Documents, and rank and shall at all times rank
pari passu with all existing and any future secured debt permitted by this Agreement to be incurred by the Borrower and each Co-Obligor (except for any payment
obligation ranking senior thereto in status pursuant to the applicable laws);
(t) As of the date hereof, the Borrower and each Co-Obligor is and, following the Acquisition, each Drawdown hereunder and the allocation of the proceeds
hereof, will be in Good Standing;
(u) Neither the Borrower nor any of its Subsidiaries (including the Co-Obligors) or, to the best of the Borrower’s knowledge, Fasa or any of its Subsidiaries, is
in default with any payment obligation or any agreement to which it is a party or by which it is bound, except for any default under any agreement (but not with any
payment obligation relating to any Indebtedness) which would not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect;
(v) Fasa, its Subsidiaries and the Borrower’s Subsidiaries are not subject to any legal, contractual other restriction which limits their ability to approve and pay
dividends, whether directly or indirectly, to the Borrower (through their payment to the shareholder);
(w) The Borrower, its Subsidiaries (including the Co-Obligors) and, to the best of the Borrower’s knowledge, Fasa and its Subsidiaries, are in compliance with
all applicable laws, including any specific order or directive issued by any Governmental Authority, except where their failure to comply with any such law, order or
directive would not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;
(x) The Borrower and each of its Subsidiaries (including the Co-Obligors) (i) is the lawful owner of all items of property used in connection with its activities,
(ii) has obtained from all Federal, state, municipal or other authorities all such licenses, certificates and authorizations as are necessary to conduct its business and deal
with its property as presently conducted or done, except for any such license, certificate or authorization the lack of which would not have and could not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) has purchased from reputable insurance companies in each relevant jurisdiction, allrisk
insurance coverage in respect of its real property, in such amounts and against such risks as are consistent with customary industry’s practice for like companies with
similar properties and engaged in the same or similar lines of business as the Borrower and its Subsidiaries, which amounts are at least equal to those required to replace the
relevant items of property;
(y) Except as disclosed in Exhibit E, to the best of its knowledge Fasa and each of its Subsidiaries (i) owns or leases pursuant to valid and effective agreements
all the items of property used in connection with its activities, (ii) has obtained all such licenses and authorizations (including health authorizations and municipal patents)
as are necessary to conduct its business and deal with its property as presently conducted or done, except for any such license, certificate or authorization the lack of
which would not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) maintains insurance coverage in
respect of its inventory, equipment, supplies, real property and fixed assets, whether owned or leased, in such terms and for such amounts as are consistent with customary
industry’s practice for like companies with similar properties and engaged in the same or similar lines of business as Fasa and its Subsidiaries, which amounts are at least
equal to those required to replace the relevant items of property; and there is no pending litigation or claim by or against Fasa or any of its Subsidiaries in connection with
any such policy;
(z) The Borrower will use the proceeds of the Loans solely and exclusively for the purposes set forth in paragraph (a) of Article Eleven hereof, all of which
purposes are lawful, and shall at all times refrain from using such proceeds for any unlawful purpose; it being understood that the Lenders shall be subject to no liability
whatsoever as a result of the use of such proceeds;
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