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

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

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

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(iii) concurrently with the <strong>de</strong>livery of the financial information set forth in this Article Eleven, the Borrower shall <strong>de</strong>liver to each Len<strong>de</strong>r a certificate from an<br />

Authorized Officer, substantially in the form of the document attached hereto as Exhibit L, containing all the information and calculations necessary to verify the<br />

satisfaction by GCS of its obligations un<strong>de</strong>r paragraph (t) of this Article Eleven or, as the case may be, <strong>de</strong>scribing the reasons for its failure to comply therewith and a<br />

<strong>de</strong>tailed <strong>de</strong>scription of the actions taken during such quarter and as of the date relevant in or<strong>de</strong>r to comply with the Net In<strong>de</strong>btedness/EBITDA Ratio set forth in paragraph<br />

(t)(i) of this Article Eleven; and<br />

(iv) within the first <strong>20</strong> (twenty) Business Days from the end of each quarter, the Borrower shall <strong>de</strong>liver to each Len<strong>de</strong>r a certificate from an Authorized Officer<br />

as with respect to (1) the amount of consolidated accounts receivable of each Co-Obligor and, as the case may be, any other Subsidiary required to pledge its accounts<br />

receivable pursuant to this Agreement, for the previous fiscal quarter, their age, any reserves created in respect thereof during such quarter, any change in such item as<br />

with respect to the previous quarter, and a summary of the reasons for any such change; and (2) the amount of the consolidated inventories of each Co-Obligor and, as the<br />

case may be, any other Subsidiary required to pledge its inventories pursuant to this Agreement, for the previous fiscal quarter, their age, any reserves created in respect<br />

thereof during such quarter, any change in such item as with respect to the previous quarter, and a summary of the reasons for any such change.<br />

(c) Notices and Reports. The Borrower shall give to the Len<strong>de</strong>rs, immediately upon its occurrence but in any event within five (5) Business Days therefrom, <strong>de</strong>tailed,<br />

complete and correct notice of any of the following events: (i) any Acceleration Event (regardless of whether or not continuing after the expiration of the relevant grace period, if<br />

any, and irrespective of the <strong>de</strong>livery of the notice referred to in this paragraph (c)), in the form of a certificate from an Authorized Officer of the Borrower containing a <strong>de</strong>tailed<br />

<strong>de</strong>scription of such Acceleration Event and the actions taken or proposed to be taken by the Borrower in connection therewith; (ii) any change in the taxes, duties or other<br />

contributions payable in Mexico, Chile, Peru or Brazil, or any political subdivision thereof or taxing authority therein, or in any provision applicable in Mexico, Chile, Peru or Brazil,<br />

which may affect any amount or the period of time for the receipt of any amount due and payable hereun<strong>de</strong>r or un<strong>de</strong>r the Promissory Notes or the other Loan Documents, or the<br />

obligations of the Borrower generally; (iii) any <strong>de</strong>fault or event of <strong>de</strong>fault with any contractual obligation of the Borrower, Fasa or their respective Subsidiaries, resulting or which<br />

could be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect, (iv) the commencement of any litigation, action or proceeding by or before any<br />

court, Governmental Authority or arbitration tribunal, resulting or which could be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect; (v)<br />

any threatened strike or stoppage by the workers of the Borrower, Fasa or their respective Subsidiaries; and (vi) any <strong>de</strong>velopment, event or circumstance, of any nature whatsoever,<br />

having or which could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.<br />

(d) Compliance with the Law; Satisfaction of Contractual Obligations. The Borrower and each Co-Obligor shall comply, and the Borrower shall cause each of its<br />

Subsidiaries, Fasa and each of Fasa’s Subsidiaries to comply with (i) any and all laws, regulations, or<strong>de</strong>rs, <strong>de</strong>cisions, awards, directives or requirements issued by any Governmental<br />

Authority (including as with respect to any license, permit, notice, registration or other governmental authorization, of any nature whatsoever, necessary for its own or hold its<br />

property or conduct its business, and including any antitrust, environmental (including any technical gui<strong>de</strong>line and provision applicable to the management and release of<br />

hazardous materials or residues), tax, social security, pensions and corrupt practices law), and (ii) each and all of its obligations un<strong>de</strong>r any contract or agreement to which it is a<br />

party, or un<strong>de</strong>r any securities issued by it (by any means whatsoever), except where its failure to comply therewith or its <strong>de</strong>fault thereun<strong>de</strong>r would not have or could not be<br />

reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.<br />

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