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

(e) Payment Obligations. The Borrower and each Co-Obligor shall pay, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to
pay, before the amount thereof shall become past due, (i) any and all taxes, contributions, fees and other governmental charges of any nature whatsoever, determined against,
imposed upon or demanded from it (including, without limitation, those relating to social security, workers’ housing or retirement contributions) and (ii) any and all lawful claims
where its failure to make the relevant payment would result or could be reasonably expected to result in the imposition of a Lien on its property; provided, that the neither the
Borrower nor any Co-Obligor shall not be required to pay or to cause any of its Subsidiaries, Fasa or any of Fasa’s Subsidiaries to pay, any tax, fee or charge being contested by it in
good faith through the appropriate procedures in accordance with the applicable laws, for which it has created appropriate reserves in accordance with the Financial Reporting
Standards or with any other generally accepted accounting principles applicable thereto, as the case may be, and which would not have and could not be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect.
(f)
Insurance.
(i) The Borrower and each Co-Obligor shall maintain, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to maintain,
in full force and effect, all-risk insurance policies in respect of all of its real property, issued by reputable insurance companies in each relevant jurisdiction, 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, its Subsidiaries (including the Co-Obligors), Fasa and Fasa’s Subsidiaries, which amounts shall be at least equal to those required to replace the relevant
items of property.
(ii) Each of the real property insurance policies set forth in Exhibit D hereto shall expressly and irrevocably designate the Lenders as preferred beneficiaries of
any insurance payment made thereunder, indicate that the premium payable in respect of its effective period has been paid in full, and that such policy shall be in full force
and effect during such period. The Borrower shall provide evidence of the purchase of each such policy, its effectiveness and the designation of the Lenders as
beneficiaries thereof, at least three (3) days prior to the Drawdown Date for the Initial Drawdown and within 20 (twenty) days from each anniversary of the purchase of each
such policy.
(g) Conduct of Business; Continuing Existence. The Borrower and each Co-Obligor shall remain engaged, and the Borrower shall cause each of its Subsidiaries, Fasa
and each of Fasa’s Subsidiaries to remain engaged primarily in the same activities and line of business as it is currently engaged, and shall preserve and maintain and cause each of
its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to preserve and maintain its legal existence, rights, licenses, permits, notices, registrations and, generally, any material
authorization for the conduct of its business.
(h) Books and Records. The Borrower and each Co-Obligor shall keep, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to
keep adequate books and accounting records, containing complete and correct entries of all of its financial transactions, assets and business, made in accordance with the Financial
Reporting Standards or any other generally accepted accounting principles applicable to it.
(i) Right of Inspection. The Borrower and each Co-Obligor shall allow, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to
allow the representatives of each Lender (whether jointly or individually) to inspect its accounting records and/or assets. Any such review and inspection shall take place upon at
least three (3) days’ written notice to the Borrower (except if an Acceleration Event shall have occurred and be continuing, in which case no notice shall be required). All expenses
incurred with any such review or inspection shall be borne by the Borrower, except where the number of inspections in any given year shall have exceeded from three (3), in which
case such costs shall be borne by the Lender requesting the inspection (except if an Acceleration Event shall have occurred and be continuing, in which case such expenses shall
be borne by the Borrower). Any such review or inspection shall take place during Business Days and business hours, in a manner such that does not disrupt or interrupt the
operations of the Borrower, its Subsidiaries, the Co-Obligors, Fasa or Fasa’s Subsidiaries, as the case may be. The Lenders shall keep (and shall cause their representatives to keep)
confidential any and all information of the Borrower, its Subsidiaries, the Co-Obligors, Fasa and Fasa’s Subsidiaries obtained by them in connection with any such review or
inspection, until such time as such information shall have become publicly available by any means other than its disclosure by the Lenders or its representatives, or unless there
shall be a dispute between the Lenders and the Borrower (in which case the Lenders shall be entitled to use such information in connection with such dispute); provided, that the
Lenders shall be allowed to disclose such information to the extent required to comply with the applicable laws or with an order of a competent authority.
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