Common use of Annual Financial Statements and Reports Clause in Contracts

Annual Financial Statements and Reports. As soon as available but in any event within 120 days after the end of each Financial Year, deliver to IFC (together with translations in English): (i) 2 copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on a Consolidated Basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the Auditors, all in form satisfactory to IFC; (ii) a management letter from the Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report by the Auditors certifying that, on the basis of its financial statements: (A) the Borrower was in compliance with the covenants in Section 5.01(n) (Financial Ratios); and (B) the Auditors are not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); and, where applicable, detailing any non-compliance; and (iv) a report by the Borrower on its operations during that Financial Year, substantially in the form of, and addressing the topics listed in, Schedule 8; (v) a capital and operating budget for the then-current Financial Year; and (vi) a statement by the Borrower of all transactions between the Borrower and/or its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, and a certification by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were on the basis of arm’s-length arrangements;

Annual Financial Statements and Reports. As soon as available but in any event within 120 90 days after the end of each Financial Year, deliver to IFC (together with translations in English):IFC: (i) 2 copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on both a Consolidated BasisBasis and an unconsolidated basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the AuditorsAuditors to the effect that such financial statements present fairly the financial condition and results of operations of such Obligor and its Subsidiaries, all in form satisfactory to IFC; (ii) a management letter and such other communication from the Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrowersuch Original Obligor’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report by the Auditors certifying thatsuch Original Obligor on its operations during that Financial Year, on the basis of its financial statements: (A) the Borrower was in compliance with the covenants in Section 5.01(n) (Financial Ratios); and (B) the Auditors are not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); and, where applicable, detailing any non-complianceform and substance satisfactory to IFC; and (iv) a report (in a form pre-agreed by IFC), signed by such Original Obligor’s chief executive officer and chief financial officer, concerning compliance with the Borrower on its operations during that Financial Year, substantially financial covenants in this Agreement (using the form of, and addressing the topics listed in, Schedule 8methodology of calculation in respect of such covenants set forth in Annex H); (v) a capital and operating budget for the then-current Financial Year; and (vi) a statement by the Borrower such Original Obligor of all transactions between the Borrower such Original Obligor and/or its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, and a certification by the Borrowersuch Original Obligor’s and/or its Subsidiaries’ chief financial officer that those transactions were on the basis of arm’s-length arrangements;

Annual Financial Statements and Reports. As soon as available but in any event within 120 one hundred twenty (120) days after the end of each Financial Year, deliver provide to IFC (together with translations in English): a copy of: (i) 2 copies of its and each of its Subsidiaries’ complete and audited financial annual statements (including consolidating financial statements with respect to its Subsidiaries) for that such Financial Year (which are in agreement with its books of account prepared on an unconsolidated basis and prepared, on a Consolidated Basis, Basis in accordance with the Accounting Standards, together with an unqualified its Auditors’ audit report on them from the Auditorsthereon, all in form satisfactory to IFC; ; (ii) a management letter and any other communication from the its Auditors commenting, with respect to that Financial Yearinter alia, on, among other things, on the adequacy of the Borrower’s financial control procedures, policies and controls for accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; systems; (iii) a report (in the form pre-agreed by IFC), signed by the Auditors certifying thatBorrower’s chief financial officer and reviewed by its Auditors, on the basis of its financial statements: (A) the Borrower was in concerning compliance with the negative covenants contained in Section 5.01(nSections 5.02 (a), (b), (c), (d) and (Financial Ratios); and (Bj) the Auditors are not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants)) and the financial covenants contained in Section 5.03 (Financial Covenants) including a clear description of the methodology used in the respective calculations; and, where applicable, detailing any non-compliance; and (iv) a report report, signed by the Borrower on its operations during that Financial YearBorrower’s chief financial officer, substantially in the form of, and addressing the topics listed in, Schedule 8; 9, based on the audited financial statements of the Borrower for the relevant Financial Year; (v) a capital and operating budget for report, in the then-current Financial Yearform of Schedule 10, signed by the Borrower’s chief financial officer concerning the Borrower’s portfolio; and (vi) a statement certification (in a form pre-agreed by IFC) signed by the Borrower Borrower’s chief financial officer, certifying (A) compliance of the Eligible Sub-borrowers with the eligibility criteria set forth in Section 5.06 (General Requirements Relating to Sub-loans) and (B) that all transactions between the Borrower and/or its Subsidiaries and each of their respective its Affiliates, Related Parties and Linked Parties, if any, during that Financial Year, and a certification by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were on the basis of arm’s-length arrangements;arrangements and providing a list of each such transaction.

Annual Financial Statements and Reports. As soon as available but in any event within 120 one hundred twenty (120) days after the end of each Financial Year, deliver to IFC (together with translations in English):the Senior Lenders: (i) 2 two (2) copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on a Consolidated Basis, prepared in accordance with the Accounting Standards), together with an IFRS Reconciliation and an unqualified audit report on them from opinion by the Auditors, in each case, in respect of such audited financial statements, all in form satisfactory to IFC; (ii) a management letter from the Auditors commenting, with respect to Senior Lenders. In the event that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation such opinion by the Auditors that not less than $38,600,000 has been incurred is qualified and in respect of any of the financial ratios required to be calculated and maintained by the Borrower on under this Agreement, the Project costs specified Borrower shall provide a revised calculation of such financial ratios taking into account such qualifications in Annex A; (iii) a report by such revised calculation of the Auditors certifying thatfinancial ratios, on which, if satisfactory to the Senior Lenders, shall be the basis of its financial statements: (A) the Borrower was in to confirm compliance with the covenants in Section 5.01(n) (Financial Ratios); and (B) the Auditors are not aware of any or non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); and, where applicable, detailing any non-compliance; andfinancial ratios; (ivii) after the Commercial Operations Date, a report (in the form pre-agreed by the Senior Lenders), signed by the Borrower’s chief financial officer, and reviewed and concurred in by its Auditors, concerning compliance with the Historical Senior Debt Service Coverage Ratio for the four (4) quarters comprised in that Financial Year (including a clear description of the methodology used in the respective calculations); (iii) a report by the Borrower on its operations during that Financial Year, substantially in the form of, and addressing the topics matters listed in, Schedule 87 (Information to be Included in Quarterly and Annual Review of Operations); (iv) a report (in the form pre-agreed by the Senior Lenders) by the Borrower describing, in addition to quarterly data, major activities and changes affecting the Borrower in terms of macroeconomic conditions, markets, shareholders management, technology and strategy; and (v) a capital and operating budget for the then-current Financial Year; and (vi) a statement by the Borrower Borrower’s chief financial officer of all transactions between the Borrower and/or its Subsidiaries and each of their respective its Affiliates, if any, during that Financial Year, and a certification by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were on the basis of arm’s-length arrangements;arrangements (other than in respect of any Permitted Intercompany Loans).

Annual Financial Statements and Reports. As Except to the extent the following annual financial statements and reports are available on the Borrower’s website, as soon as available (or, in the case of (A) Form 20-F promptly after its filing with the SEC, and (B) Form 6-K, promptly after being furnished to the SEC) but in any event within 120 90 days after the end of each Financial Year (or in the case of (A) Form 20-F no later than May 1st of each such Financial Year, and (B) Form 6-K no later than 6 months after the Borrower’s second fiscal quarter of each Financial Year), deliver to IFC (together with translations in English):IFC: (i) 2 two copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on both an unconsolidated basis and a Consolidated Basis, in accordance with the Accounting Standards, together with including an unqualified audit report on them from the Auditors, all in form satisfactory to IFC;; ​ (ii) a management letter from report (in a pre-agreed form) signed by the Auditors commentingBorrower’s chief financial officer (or in his or her absence, with respect to that Financial Year, on, among other things, the adequacy by an Authorized Representative of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report by the Auditors certifying that, on the basis of its financial statements: (A) the Borrower was in compliance with the covenants in Net Debt to EBITDA Ratio and the Interest Coverage Ratio pursuant to Section 5.01(n5.01(m) (Financial RatiosAffirmative Covenants) (specifying whether for such period such ratios were calculated only on a Consolidated Basis or both on an unconsolidated basis and on a Consolidated Basis pursuant to Section 5.01(m); and ), (B) the Auditors are that such officer or Authorized Representative is not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); ) of this Agreement, and, where applicable, detailing any non-compliance; and (iv) a report by the Borrower on its operations during that Financial Year, substantially in the form of, and addressing the topics listed in, Schedule 8; (vC) a capital and operating budget for the then-current Financial Year; and (vi) a statement by the Borrower of certifying that all transactions between the Borrower and/or and its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, complied with the covenant in Section 5.02(h); ​ (iii) the Form 20-F for that Financial Year filed by the Borrower with the SEC or, in the case the filing of Form 20-F by the Borrower is no longer required by applicable law, a report by the Borrower on its operations during that Financial Year, in the form of, and addressing the topics listed in, Schedule 8; ​ (iv) the Form 6-K for that Financial Year furnished by the Borrower with the SEC or, in the case the furnishing of Form 6-K by the Borrower is no longer required by applicable law, (A) an unaudited interim balance sheet as of the end of the Borrower’s second fiscal quarter and (B) an unaudited semi-annual income statement covering the first two fiscal quarters of each Financial Year; and (v) a certification report, signed by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were (or in his or her absence, by an Authorized Representative of the Borrower) updating the identity of each of the Permitted Holders disclosed in Schedule 11, based on information submitted to the relevant Authority in the Country; ​ ​ for the avoidance of doubt, if any of the financial statements and reports under this Section 5.03(b) are no longer available on the basis of arm’s-length arrangements;Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on their website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to IFC, at IFC’s satisfaction; ​

Annual Financial Statements and Reports. As (i) Except to the extent the following annual financial statements and reports are available on the Borrower’s website, deliver to the Lenders, as soon as available but in any event within 120 90 days after the end of each Financial Year, deliver to IFC (together with translations in English):: (iA) 2 copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on both a Consolidated BasisBasis and an unconsolidated basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the Auditors, all in form satisfactory to IFCthe Required Lenders; (ii) a management letter from the Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report by the Auditors certifying that, on the basis of its financial statements: (A) the Borrower was in compliance with the covenants in Section 5.01(n) (Financial Ratios); and (B) a report (in a form pre-agreed by the Auditors are Required Lenders) signed by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower) certifying (x) compliance with the Net Debt to EBITDA Ratio and the Interest Coverage Ratio pursuant to Section 5.01(l) ( Affirmative Covenants) (specifying whether for such period such ratios were calculated only on a Consolidated Basis or both on an unconsolidated basis and on a Consolidated Basis pursuant to Section 5.01(l) (Affirmative Covenants)), (y) that such officer or Authorized Representative is not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); ) of this Agreement, and, where applicable, detailing any non-compliance; and (iv) a report by the Borrower on its operations during that Financial Year, substantially in the form of, and addressing the topics listed in, Schedule 8; (vz) a capital and operating budget for the then-current Financial Year; and (vi) a statement by the Borrower of that all transactions between the Borrower and/or and its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, and complied with the covenant in Section 5.02(h) (Negative Covenants); and (C) a certification report, signed by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were (or in his or her absence, by an Authorized Representative of the Borrower) updating the identity of each of the Permitted Holders disclosed in Annex I, based on information submitted to the relevant Authority in the Country; provided, that, for the avoidance of doubt, if any of the financial statements and reports under this Section 5.03(b)(i) are no longer available on the basis Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on its website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to the Lenders, at the Lender’s satisfaction; (ii) With respect to the Borrower’s Operations and except to the extent available on the Borrower’s website: (A) if the filing of arm’sForm 20-length arrangements;F by Telecom Argentina S.A. with the United States Securities and Exchange Commission (“SEC”) is required by applicable law, as soon as available but in any event no later than May 1st of each Financial Year, deliver to the Lenders a copy of the Form 20-F for that Financial Year filed by Telecom Argentina S.A. with the SEC or, (B) if the filing of Form 20-F by Telecom Argentina S.A. with the SEC is no longer required by applicable law, as soon as available but in any event no later than May 1st of each Financial Year, deliver to the Lenders a report by the Borrower on its Operations during that Financial Year, in the form of, and addressing the topics listed in, Schedule 8; and

Annual Financial Statements and Reports. As Except to the extent the following annual financial statements and reports are available on the Borrower’s website, as soon as available (or, in the case of (A) Form 20-F promptly after its filing with the SEC, and (B) Form 6-K, promptly after being furnished to the SEC) but in any event within 120 90 days after the end of each Financial Year (or in the case of (A) Form 20-F no later than May 1st of each such Financial Year, and (B) Form 6-K no later than 6 months after the Borrower’s second fiscal quarter of each Financial Year), deliver to IFC (together with translations in English):IFC: (i) 2 copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on both an unconsolidated basis and a Consolidated Basis, in accordance with the Accounting Standards, together with including an unqualified audit report on them from the Auditors, all in form satisfactory to IFC; (ii) a management letter from report (in a pre-agreed form) signed by the Auditors commentingBorrower’s chief financial officer (or in his or her absence, with respect to that Financial Year, on, among other things, the adequacy by an Authorized Representative of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report by the Auditors certifying that, on the basis of its financial statements: (A) the Borrower was in compliance with the covenants in Net Debt to EBITDA Ratio and the Interest Coverage Ratio pursuant to Section 5.01(n5.01(m) (Financial RatiosAffirmative Covenants) (specifying whether for such period such ratios were calculated only on a Consolidated Basis or both on an unconsolidated basis and on a Consolidated Basis pursuant to Section 5.01(m); and ), (B) the Auditors are that such officer or Authorized Representative is not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); ) of this Agreement, and, where applicable, detailing any non-compliance; and, and (C) certifying that all transactions between the Borrower and its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, complied with the covenant in Section 5.02(h); (iviii) the Form 20-F for that Financial Year filed by the Borrower with the SEC or, in the case the filing of Form 20-F by the Borrower is no longer required by applicable law, a report by the Borrower on its operations during that Financial Year, substantially in the form of, and addressing the topics listed in, Schedule 8; (viv) a capital the Form 6-K for that Financial Year furnished by the Borrower with the SEC or, in the case the furnishing of Form 6-K by the Borrower is no longer required by applicable law, (A) an unaudited interim balance sheet as of the end of the Borrower’s second fiscal quarter and operating budget for (B) an unaudited semi-annual income statement covering the then-current first two fiscal quarters of each Financial Year; and (viv) a statement by the Borrower of all transactions between the Borrower and/or its Subsidiaries and each of their respective Affiliatesreport, if any, during that Financial Year, and a certification signed by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were (or in his or her absence, by an Authorized Representative of the Borrower) updating the identity of each of the Permitted Holders disclosed in Schedule 11, based on information submitted to the relevant Authority in the Country; for the avoidance of doubt, if any of the financial statements and reports under this Section 5.03(b) are no longer available on the basis of arm’s-length arrangementsBorrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on their website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to IFC, at IFC’s satisfaction;

Annual Financial Statements and Reports. As soon as available but in any event within 120 days after the end of each Financial Year, deliver to IFC (together with translations in English):IFC: (i) 2 copies of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiariesif IFC shall so request) for that Financial Year (which are in agreement with its books of account and prepared, on a Consolidated Basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the Auditors, all in form satisfactory to IFC; (ii) a management letter and such other communication from the Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report (in a pre-agreed form) signed by the Auditors certifying that, on the basis of its Borrower’s chief financial statements: (A) the Borrower was in officer confirming compliance with the financial covenants as set forth in Section 5.01(n5.01(t) (Financial Ratios) under this Agreement (including a clear methodology of the calculation of such covenants); and (B) the Auditors are not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); and, where applicable, detailing any non-compliance; and; (iv) an annual operations review (in a report by pre-agreed form), describing, in addition to quarterly data, major activities and changes affecting the Borrower on its operations during that Financial Yearwith respect to macroeconomic conditions, substantially in the form ofmarkets, shareholders, management, technology and strategy, and addressing the topics listed inincluding any factors that could reasonably be expected to have a Material Adverse Effect, Schedule 8provided that such annual operations review shall not be required to contain any non-public information; (v) a capital and operating budget for certification from the thenBorrower’s chief financial officer that all transactions by the Borrower, the Co-current Financial YearBorrowers or any of their respective Subsidiaries with Affiliates were at arm’s length; and (vi) a statement Documents required to be delivered pursuant to (a) and (b) above, to the extent any such documents are included in materials filed with the SEC, may be satisfied by the Borrower of all transactions between the Borrower and/or its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, and a certification by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were on the basis of arm’s-length arrangementselectronically delivering such SEC filings to IFC;

Annual Financial Statements and Reports. As soon as available but in any event within 120 days after the end of each Financial Year, deliver to IFC DEG (together with translations in English): (i) 2 copies 1 copy of its and each of its Subsidiaries’ complete and audited financial statements (including consolidating financial statements with respect to its Subsidiaries) for that Financial Year (which are in agreement with its books of account and prepared, on a Consolidated Basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the Auditors, all in form satisfactory to IFCDEG; (ii) a management letter from the Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system, and for the management letter from the Auditors for Financial Year 2013, a confirmation by the Auditors that not less than $38,600,000 has been incurred by the Borrower on the Project costs specified in Annex A; (iii) a report by the Auditors certifying that, on the basis of its financial statements: (A) the Borrower was in compliance with the covenants in Section 5.01(n) (Financial Ratios); and (B) the Auditors are not aware of any non-compliance by the Borrower with the other covenants in Section 5.02 (Negative Covenants); and, where applicable, detailing any non-compliance; and (iv) a report by the Borrower on its operations during that Financial Year, substantially in the form of, and addressing the topics listed in, Schedule 8; (v) a capital and operating budget for the then-current Financial Year; and (vi) a statement by the Borrower of all transactions between the Borrower and/or its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, and a certification by the Borrower’s and/or its Subsidiaries’ chief financial officer that those transactions were on the basis of arm’s-length arrangements;