"INCENTIVE STOCK OPTION" WITHIN THE MEANING OF
SECTION 422(B) OF THE CODE AND (II) A RESTRICTED STOCK UNIT AS OF THE DATE
HEREOF, TOGETHER WITH THE NUMBER OF SHARES OF THE COMPANY COMMON STOCK SUBJECT
TO SUCH RESTRICTED STOCK UNIT, THE DATE OF GRANT OF SUCH RESTRICTED STOCK UNIT
AND THE VESTING SCHEDULE FOR SUCH RESTRICTED STOCK UNIT.
SECTION 2.19
ENVIRONMENTAL MATTERS.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES IS IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS (AS DEFINED
HEREINAFTER) OTHER THAN WHERE THE FAILURE TO BE IN COMPLIANCE WOULD NOT
INDIVIDUALLY OR IN THE AGGREGATE BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED CIVIL OR CRIMINAL LITIGATION, WRITTEN NOTICE OF VIOLATION, FORMAL
ADMINISTRATIVE PROCEEDING, OR WRITTEN NOTICE OF INVESTIGATION OR INQUIRY OR
WRITTEN INFORMATION REQUEST BY ANY GOVERNMENTAL ENTITY, RELATING TO ANY
ENVIRONMENTAL LAW INVOLVING THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY OF
THEIR RESPECTIVE ASSETS.
NO REPRESENTATION OR WARRANTY IS MADE IN THIS
SECTION 2.19 WITH RESPECT TO ANY SECURITIZATION TRUST FOR WHICH CMSLP SERVES AS
SPECIAL SERVICER.
TO THE KNOWLEDGE OF THE COMPANY, NEITHER THE COMPANY NOR ANY
OF ITS SUBSIDIARIES HAS ANY ENVIRONMENTAL CONDITION GOVERNED BY ENVIRONMENTAL
LAW THAT CAN REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
"ENVIRONMENTAL LAW" MEANS ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW, STATUTE,
PERMIT, ORDERS, RULE OR REGULATION OR THE COMMON OR DECISIONAL LAW RELATING TO
THE ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, INCLUDING ANY STATUTE,
REGULATION OR ORDER PERTAINING TO (I) TREATMENT, STORAGE, DISPOSAL, GENERATION
AND TRANSPORTATION OF INDUSTRIAL, TOXIC OR HAZARDOUS SUBSTANCES OR SOLID OR
HAZARDOUS WASTE; (II) AIR, WATER AND NOISE POLLUTION; (III) GROUNDWATER AND SOIL
CONTAMINATION; (IV) THE RELEASE OR THREATENED RELEASE INTO THE ENVIRONMENT OF
INDUSTRIAL, TOXIC OR HAZARDOUS SUBSTANCES, OR SOLID OR HAZARDOUS WASTE,
INCLUDING EMISSIONS, DISCHARGES, INJECTIONS, SPILLS, ESCAPES OR DUMPING OF
POLLUTANTS, CONTAMINANTS OR CHEMICALS; (V) THE PROTECTION OF WILDLIFE, MARINE
SANCTUARIES AND WETLANDS, INCLUDING, WITHOUT LIMITATION, ALL ENDANGERED AND
THREATENED SPECIES; (VI) STORAGE TANKS, VESSELS AND CONTAINERS;
(VII) UNDERGROUND AND OTHER STORAGE TANKS OR VESSELS, ABANDONED, DISPOSED OR
DISCARDED BARRELS, CONTAINERS AND OTHER CLOSED RECEPTACLES; (VIII) HEALTH AND
SAFETY OF EMPLOYEES AND OTHER PERSONS; AND (IX) MANUFACTURE, PROCESSING, USE,
DISTRIBUTION, TREATMENT, STORAGE, DISPOSAL, TRANSPORTATION OR HANDLING OF
POLLUTANTS, CONTAMINANTS, CHEMICALS OR INDUSTRIAL, TOXIC OR HAZARDOUS SUBSTANCES
OR OIL OR PETROLEUM PRODUCTS OR SOLID OR HAZARDOUS WASTE.
SECTION 2.20
INVESTMENTS.
SCHEDULE 2.20 OF THE COMPANY LETTER SETS
FORTH A MATERIALLY ACCURATE AND COMPLETE LIST OF MATERIAL INVESTMENTS, INCLUDING
ANY SECURITIES, DERIVATIVE INSTRUMENTS, REPURCHASE AGREEMENTS, OPTIONS,
FORWARDS, FUTURES OR HYBRID SECURITIES ("COMPANY INVESTMENTS") OWNED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES AS OF JUNE 30, 2005, TOGETHER WITH THE COST
BASIS, BOOK OR AMORTIZED VALUE, AS THE CASE MAY BE, AND INVESTMENT RATING (IF
ANY)
22
AS OF JUNE 30, 2005 OF EACH SUCH COMPANY INVESTMENT.
NONE OF THE COMPANY OR ITS
SUBSIDIARIES OWNS ANY CONVERTIBLE OR PARTICIPATING DEBT OBLIGATIONS.
SECTION 2.21
LEGAL COMPLIANCE.
EACH OF