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

(ii) The Borrower and each Co-Obligor shall execute and cause each of its Subsidiaries to execute the Chilean Pledge Agreements, (1) in the case of the Share
Pledge Agreement, including its formalization, within 15 (fifteen) Business Days from the date of the Initial Drawdown, and (2) in the case of the other Chilean Pledge
Agreements, within 45 (forty-five) Business Days from the acquisition of 95% (ninety-five percent) or more of the outstanding shares of stock of Fasa by the Borrower,
through any of its Subsidiaries, subject to their formalization within an additional 30 (thirty) Business Day period; provided, that (y) the Borrower shall only be required to
execute the Chilean Pledge Agreements within such 45 (forty-five) Business Day period if it shall have obtained from the holders of the Bonds (in accordance with the
provisions contained in the relevant indenture) such written consents as may be necessary for it to enter into and to execute the Chilean Pledge Agreements; provided,
further, that the Borrower shall make and cause Fasa to make its best efforts to obtain such consents and keep the Lenders appraised as with respect thereto, and (z) upon
receipt of the consents referred to in item (ii)(y) above, the Lenders and the holders of the Bonds shall each hold a pro rata share of the collateral represented by Fasa’s
property.
(q) Additional Co-Obligors. The Borrower shall cause (i) those of its Subsidiaries (including, without limitation, Fasa and its Subsidiaries, subject to the provisions
contained hereinbelow) having a combined book value in excess of 90% (ninety percent) of the total consolidated assets, sales and EBITDA of GCS (including Fasa and its
Subsidiaries), calculated in each case based on the financial information delivered to the Lenders pursuant to paragraph (b) of this Article, and (ii) any present or future direct or
indirect Subsidiary of GCS (including, without limitation, Fasa and its Subsidiaries, subject to the provisions contained hereinbelow), having a book value equal to or greater than
10% (ten percent) of GCS’ consolidated assets, sales and EBITDA, calculated in each case based on the financial information delivered to the Lenders pursuant to paragraph (b) of
this Article, to execute, to the Lenders’ satisfaction, any such documents as may be necessary for such Subsidiary to become a Co-Obligor under Article Ten hereof, including,
without limitation, this Agreement, any amendment or joinder to this Agreement, and the Promissory Notes, as guarantors, within 45 (forty-five) Business Days from the date on
which such Subsidiary is first required to become a Co-Obligor; provided, that the obligation set forth in this paragraph (q) shall be effective, as with respect to Fasa and its
Subsidiaries, if and only if the Borrower shall have acquired, through any of its Subsidiaries, 95% (ninety five percent) or more of the outstanding shares of stock of Fasa;
and provided, further, that if the Borrower does not obtain from the holders of the Bonds, within such period and at no cost (in accordance with the procedure set forth to such
effect in the relevant indenture), all such consents as may be necessary for Fasa and its Subsidiaries to become Co-Obligors hereunder, having made and caused Fasa to make its
best efforts to obtain such consents and having kept the Lenders appraised as to that respect, then the amount of its obligation hereunder shall not exceed from that necessary to
enable Fasa to maintain the maximum indebtedness ratio permitted by the indenture relating to the Bonds.
(r)
Additional Collateral Documents.
(i) To the extent permitted by the applicable laws, the Borrower shall cause (1) those of its Subsidiaries (including, without limitation, Fasa and its Subsidiaries,
solely and exclusively if the Borrower shall have acquired, through any of its Subsidiaries, 95% (ninety-five percent) or more of the outstanding shares of stock of Fasa)
having a combined book value in excess of 90% (ninety percent) of the total consolidated assets, sales and EBITDA of GCS (including, subsequent to the Acquisition,
Fasa and its Subsidiaries), calculated in each case based on the financial information delivered to the Lenders pursuant to paragraph (b) of this Article, and (2) any present
or future direct or indirect Subsidiary of GCS (including, without limitation, Fasa and its Subsidiaries, solely and exclusively if the Borrower shall have acquired, through
any of its Subsidiaries, 95% (ninety-five percent) or more of the outstanding shares of stock of Fasa) having a book value equal to or greater than 10% (ten percent) of
GCS’ consolidated assets, sales and EBITDA, calculated in each case based on the financial information delivered to the Lenders pursuant to paragraph (b) of this Article,
to execute, to the Lenders’ satisfaction, any such documents as may be necessary for such Subsidiary to pledge, for the benefit of the Mexican Collateral Agent or the
Chilean Collateral Agent, as the case may be, in accordance with the applicable law, any and all of the items of personal property used by it in connection with its primary
business activity, including, without limitation, its inventories and accounts payable, within 45 (forty-five) Business Days from the date on which such Subsidiary is first
required to pledge such assets; provided, as with respect to Fasa and its Subsidiaries, that (y) the Borrower shall be required to create (or cause the creation of) such
pledge if and only if it shall have obtained from the holders of the Bonds (in accordance with the provisions contained in the relevant indenture), at no cost and within such
term, such written consents as may be necessary for the creation of such pledge, to which effect it shall make and cause Fasa to make its best efforts to obtain such
consents and keep the Lenders appraised as with respect thereto, and (z) upon receipt of the consents referred to in item (i)(y) above, the Lenders and the holders of the
Bonds shall each hold a pro rata share of the collateral represented by Fasa’s property.
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