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

(ii)
date thereof;
Liens imposed by court order or decision, to the extent that such decision is reversed or stayed by a subsequent court order within 60 (sixty) days from the
(iii) Liens created in connection with the participation of the Borrower or its Subsidiaries in any auction sponsored by and for the benefit of any Governmental
Authority, so long as any such Lien does not represent, at any time during the effective term of this Agreement, a liability or obligation in an amount greater than $5,000,000
(five million Dollars); and
(iv) Liens created as security for the Loans granted by the Lenders to the Borrower pursuant to this Agreement, the Promissory Notes and any Loan
Document, instrumented by means of the Collateral Documents.
(c) Consolidation; Merger. The Borrower, the Co-Obligors and Fasa shall refrain, except with the prior written consent of each Lender, from (i) consolidating or merging
(irrespective of whether the surviving entity) with any other Person, or (ii) transferring, selling or otherwise conveying to any Person, directly or indirectly, all or substantially all of
its property, in each case in a single transaction or a series of related transactions, unless, in the case of (i) and (ii) above, immediately after the consummation of such transaction:
(1) the Person resulting from or surviving such consolidation or merger, if other than the Borrower or a Co-Obligor, or the buyer or assignee of all or a
substantial portion of the assets of the Buyer or such Co-Obligor, (i) is Controlled by GCS and (ii) shall expressly assume, pursuant to a written instrument in terms and
form satisfactory to the Lenders, the obligations of the Borrower or the Co-Obligors, as the case may be, under the Loan Documents;
(2) the Borrower, any Co-Obligor or any of their respective successors, as the case may be, shall expressly agree to indemnify each Lender, the Mexican
Collateral Agent and the Chilean Collateral Agent, against any tax or governmental contribution or charge, of any nature whatsoever, imposed upon any Lender, the
Mexican Collateral Agent or the Chilean Collateral Agent as a result of the relevant transaction, in connection with any payment made pursuant to this Agreement, the
Promissory Notes and the other Loan Documents;
(3) no Acceleration Event or other event or condition which, with the lapse of time, upon notice, or both, would constitute an Acceleration Event, shall have
occurred and be continuing; and
(4) the Borrower shall have delivered to the Lenders a Certificate from an Authorized Officer and a legal opinion issued by an independent law firm acceptable
to the Lenders, in each case to the effect that such consolidation, merger, transfer, sale or conveyance, and the agreements executed in connection therewith, are in
compliance with the provisions contained in this Article Twelve.
(d) Transfer of Assets. The Borrower and each Co-Obligor shall refrain, and the Borrower shall cause each of its Subsidiaries, Fasa and each of its Subsidiaries to
refrain from selling or otherwise disposing of any assets (including without limitation, any real property or Equity Interests in a Subsidiary), except for:
(i)
(ii)
(iii)
(iv)
sales or dispositions of inventory in the ordinary course consistent with past practices;
sales or dispositions of obsolete or unused assets (excluding the real property identified in Exhibit D);
sales or dispositions of assets between the Borrower’s Subsidiaries;
the Subsequent Transaction; and
(v) sales or dispositions of assets at their market value, in any subsequent fiscal year and other than in the ordinary course consistent with past practices, with
a value not in excess of $10,000,000 (ten million Dollars) or its equivalent in any other currency (excluding the real property identified in Exhibit D), provided that the
proceeds thereof are used to purchase other assets within 180 (one hundred eighty) days from such disposition;
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