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

III.
The Mexican Collateral Agent hereby represents and warrants as follows:
(a)
(b)
hereof;
It is a retail banking institution duly organized under the laws of Mexico, whose corporate purpose authorizes it to enter into and execute this Agreement;
Its trust officer has sufficient authority to bind it hereunder, which authority has not been revoked or limited in any manner whatsoever as of the date
(c) It is willing to accept its appointment as Mexican Collateral Agent on behalf of the Lenders pursuant to Article Twenty hereof, subject to the terms and
conditions set forth in this Agreement and in the other Loan Documents; and
(d) It has clearly and unequivocally explained to the parties the meaning, scope and legal consequences of the provisions contained in Article 106(XIX) of the
Law of Credit Institutions (Ley de Instituciones de Crédito) and Section 5.5 of Official Communication 1/2005, issued by the Central Bank of Mexico, which are deemed
incorporated herein by reference.
IV.
The Chilean Collateral Agent hereby represents and warrants as follows:
(a) It is a retail banking institution (sociedad anónima bancaria) duly organized under the laws of Chile, whose corporate purpose authorizes it to enter into
and execute this Agreement;
(b) Its legal representatives have sufficient authority to bind it hereunder, which authority has not been revoked or limited in any manner whatsoever as of the
date hereof; and
(c) It is willing to accept its appointment as Chilean Collateral Agent on behalf of the Lenders pursuant to Article Twenty hereof, subject to the terms and
conditions set forth in this Agreement and in the other Loan Documents.
Now, therefore, the parties hereby agree to the following:
ARTICLES
ARTICLE ONE. Definitions. (a) The following capitalized terms used in this agreement shall have the following meanings (which shall be applicable to both the
singular and plural forms thereof):
“Acceleration Event” has the meaning assigned thereto in paragraph (A) of Article Fourteen.
“Acquisition” has the meaning assigned thereto in paragraph (a) of Article Eleven.
“Acquisition Documents” shall mean the Share Purchase Commitment, together with its amendments and exhibits, and each of the Acquisition documents identified in
Exhibit I hereto.
“Affiliate” shall mean, as with respect to any Person, any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under
common control with, such Person.
“Agreement” has the meaning assigned thereto in the first paragraph hereof.
“Applicable Margin” shall mean the annual percentages set forth below in respect of the Loans, which percentages shall be added to the TIIE at which the Loans shall bear
interest pursuant to Article Five:
(i) 2.50% (two point fifty percent), from the Drawdown Date for the Initial Drawdown to the Interest Payment Date occurring upon or immediately after the
expiration of the six-month period commencing on the Drawdown Date for the Initial Drawdown; and
(ii) 3.50% (three point fifty percent) from the Interest Payment Date occurring upon or immediately after the expiration of the six-month period commencing on
the Drawdown Date for the Initial Drawdown.
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