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

(c)
effective.
Absent written notice of a change of address, all judicial and extrajudicial notices or communications served or delivered at the above addresses, shall be fully
ARTICLE TWENTY-TWO. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Mexico.
ARTICLE TWENTY-THREE. Jurisdiction. For purposes of the interpretation and enforcement of this Agreement, the parties hereby submit to the jurisdiction of
the competent courts in the Federal District of Mexico, waiving any other jurisdiction to which they may be now or hereafter entitled.
ARTICLE TWENTY-FOUR. Costs and Expenses. The Borrower shall reimburse to the Lenders any and all reasonable and properly documented costs and
expenses, including attorney’s fees and expenses, incurred by the Lenders in connection with the preparation and execution of this Agreement, any Promissory Note or any Loan
Document. In addition, the Borrower shall reimburse to the Lenders, within 30 (thirty) days from the receipt of demand therefor, any and all reasonable and properly documented
attorney’s fees and expenses incurred in connection with any amendment to this Agreement, any Promissory Note or any of the other Loan Documents, and any reasonable and
justified costs and expenses, if any, incurred in connection with the performance or enforcement of any Loan Document.
ARTICLE TWENTY-FIVE. Indemnity. The Borrower and the Co-Obligors hereby agree to indemnify the Lenders and their respective directors, officers,
employees, advisors and agents, against, and to hold them free and harmless from, any loss, liability, claim, damage or expense incurred by them as a result of any litigation or
proceeding (including any threatened litigation or proceeding) relating to this Agreement or any of the Loan Documents or the Acquisition Documents, including, without limitation,
any attorneys’ fees and expenses incurred in connection with such litigation or proceeding, including the preparation or analysis thereof (but excluding any loss, liability, claim,
damage or expense incurred as a result of the gross negligence, bad faith or willful misconduct of the Person otherwise entitled to such indemnification, as determined by a final
decision issued by a competent court). The obligations of the Borrower and the Co-Obligors under this Article Twenty-Five shall survive the termination of this Agreement.
ARTICLE TWENTY-SIX. Collective Decisions; Amendment and Waiver. (a) Any decision required to be made by the Lenders as a group pursuant to this
Agreement, shall be made (i) if prior to the Initial Drawdown, by the Lenders whose Commitments represent, in the aggregate, at least 78% (seventy-eight percent) of all
Commitments, (ii) if subsequent to the Initial Drawdown, by the Lenders representing at least 78% (seventy-eight percent) of the aggregate outstanding amount of the Loans as of
the relevant date, except (1) in the event set forth in paragraph (c) of this Article Twenty-Six, in which case the decision shall be made by the Lenders representing the aggregate
amount of all Loans or (2) as otherwise expressly provided in this Agreement (and for purposes of this Agreement, the applicable percentage or aggregate amount, as the case may
be, shall constitute a “Majority”), and (iii) if subsequent to the Initial Drawdown, in the events expressly set forth in this Agreement, by the Lenders representing at least 85%
(eighty-five percent) of the aggregate outstanding amount of all Loans as of the relevant date (a “Special Majority”).
(b) Any amendment to this Agreement, the Promissory Notes or the other Loan Documents shall only be valid if evidenced by a written instrument executed by the
Lenders representing the percentages set forth in this Article Twenty-Six, the Borrower and the Co-Obligors. The waiver of any right hereunder shall only be valid if evidenced by a
written instrument executed by the requisite number of Lenders pursuant to this Article Twenty-Six, the Borrower and the Co-Obligors. A Lender’s failure to exercise or delay in the
exercise of any of its rights hereunder or under any Promissory Note or Loan Document shall not be construed as a waiver by such Lender of any of its rights hereunder or
thereunder.
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