Common use of Financial Statements; No Liabilities Clause in Contracts

Financial Statements; No Liabilities. (a) True, complete and accurate copies of the Company’s audited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flows, as of and for the years ended December 31, 2009 and 2010 (the “Annual Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the nine-month period ended September 30, 2011 (the “Interim Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the eleven-month period ended November 30, 2011 (the “Most Recent Financial Statements”) and together with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”), are included in the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such Financial Statements) and on that basis fairly present in all material respects the consolidated financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods indicated, subject, in the case of the Interim Financial Statements, to normal year-end adjustments (none of which will, individually or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those presented with the Audited Financial Statements) on the basis of presentation and using the specified accounting policies, principles and methodologies described in the notes thereto. The consolidated balance sheet of the Company as of December 31, 2010 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance sheet of the Company as of September 30, 2011 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.”

Financial Statements; No Liabilities. (a) True, complete and accurate copies of the Company’s The audited consolidated financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flows, subsidiaries as of and for the years fiscal year ended December 31, 2009 2003, true and 2010 correct copies of which have been delivered to Subscriber) (the “Annual "Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the nine-month period ended September 30, 2011 (the “Interim Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the eleven-month period ended November 30, 2011 (the “Most Recent Financial Statements”) and together with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”"), are included in the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout (i) the books of account and other financial records of the Company and its subsidiaries and (ii) generally accepted accounting principles of the Republic of Italy ("Italian GAAP"), consistently applied, during the periods involved (except as may be otherwise indicated in the Financial Statements or the report and notes to such related thereto). The Financial Statements) and on that basis Statements fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial condition and results of operations position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof thereof. There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, or (ii) incurred since December 31, 2003 in the ordinary course of business of the Company and its subsidiaries. The Company has delivered to Subscriber true and complete copies of the unaudited consolidated financial statements of the Company and its subsidiaries as of and for the respective periods indicatedsix months ended June 30, subject, 2004. Such consolidated financial statements (i) have been prepared in accordance with (x) the case books of account and other financial records of the Interim Financial StatementsCompany and its subsidiaries and (y) Italian GAAP consistently applied, to during the periods involved, and (ii) fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial position of the Company and its subsidiaries as of the dates thereof (except for the absence of notes thereto and normal year-end adjustments adjustments). There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (none of which will, individually i) reflected or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those presented with the Audited Financial Statements) reserved against on the basis of presentation and using the specified accounting policies, principles and methodologies described in Financial Statements or the notes thereto. The consolidated balance sheet , or (ii) incurred since June 30, 2004 in the ordinary course of business of the Company as of December 31, 2010 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance sheet of the Company as of September 30, 2011 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Dateits subsidiaries.”

Financial Statements; No Liabilities. (a) True, complete and accurate copies of the Company’s The audited consolidated financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flows, subsidiaries as of and for the years fiscal year ended December 31, 2009 2003, true and 2010 correct copies of which have been delivered to MSGI (the “Annual "Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the nine-month period ended September 30, 2011 (the “Interim Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the eleven-month period ended November 30, 2011 (the “Most Recent Financial Statements”) and together with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”"), are included in the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout (i) the books of account and other financial records of the Company and its subsidiaries and (ii) generally accepted accounting principles of the Republic of Italy ("Italian GAAP"), consistently applied, during the periods involved (except as may be otherwise indicated in the Financial Statements or the report and notes to such related thereto). The Financial Statements) and on that basis Statements fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial condition and results of operations position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof thereof. There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, or (ii) incurred since December 31, 2003 in the ordinary course of business of the Company and its subsidiaries. No later than June 3, 2005, the Company shall deliver to MSGI true and complete copies of the unaudited consolidated financial statements of the Company and its subsidiaries as of and for the respective periods indicatedtwelve months ended December 31, subject2004, as approved by the Company's Board of Directors. When delivered, such consolidated financial statements shall (i) have been prepared in accordance with (x) the case books of account and other financial records of the Interim Financial StatementsCompany and its subsidiaries and (y) Italian GAAP consistently applied, to during the periods involved, and (ii) fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial position of the Company and its subsidiaries as of the dates thereof (except for the absence of notes thereto and normal year-end adjustments adjustments). There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (none of which will, individually i) reflected or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those presented with the Audited Financial Statements) reserved against on the basis of presentation and using the specified accounting policies, principles and methodologies described in Financial Statements or the notes thereto. The consolidated balance sheet , or (ii) incurred since December 31, 2004 in the ordinary course of business of the Company as of December 31, 2010 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance sheet of the Company as of September 30, 2011 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Dateits subsidiaries.”

Financial Statements; No Liabilities. (a) True, complete and accurate copies of the Company’s The audited consolidated financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flows, subsidiaries as of and for the years fiscal year ended December 31, 2009 2003, true and 2010 correct copies of which have been delivered to Subscriber) (the “Annual "Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the nine-month period ended September 30, 2011 (the “Interim Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the eleven-month period ended November 30, 2011 (the “Most Recent Financial Statements”) and together with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”"), are included in the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout (i) the books of account and other financial records of the Company and its subsidiaries and (ii) generally accepted accounting principles of the Republic of Italy ("Italian GAAP"), consistently applied, during the periods involved (except as may be otherwise indicated in the Financial Statements or the report and notes to such related thereto). The Financial Statements) and on that basis Statements fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial condition and results of operations position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof thereof. There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, or (ii) incurred since December 31, 2003 in the ordinary course of business of the Company and its subsidiaries. The Company has delivered to Subscriber true and complete copies of the unaudited consolidated financial statements of the Company and its subsidiaries as of and for the respective periods indicatednine months ended September 30, subject, 2004. Such consolidated financial statements (i) have been prepared in accordance with (x) the case books of account and other financial records of the Interim Financial StatementsCompany and its subsidiaries and (y) Italian GAAP consistently applied, to during the periods involved, and (ii) fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial position of the Company and its subsidiaries as of the dates thereof (except for the absence of notes thereto and normal year-end adjustments adjustments). There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (none of which will, individually i) reflected or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those presented with the Audited Financial Statements) reserved against on the basis of presentation and using the specified accounting policies, principles and methodologies described in Financial Statements or the notes thereto. The consolidated balance sheet , or (ii) incurred since September 30, 2004 in the ordinary course of business of the Company as of December 31, 2010 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance sheet of the Company as of September 30, 2011 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Dateits subsidiaries.”