(e) Liens for taxes or assessments not yet due or not yet delinquent or, if
<br />delinquent, that are being contested by Seller in good faith in the
<br />normal course of business;
<br />(f) Liens relating to obligations incurred in the ordinary course of
<br />business and not yet due or not yet delinquent or, if delinquent, that
<br />are being contested by Seller in good faith in the normal course of
<br />business;
<br />(g) Any other defects which do not materially detract from the ability to
<br />own and operate the Properties in the manner owned and operated by
<br />Seller.
<br />"Properties" means, and only means, all of Seller's title, if any, in the following
<br />properties (real, personal or mixed) and rights (contractual or otherwise) unless expressly
<br />reserved or excluded herein:
<br />a. Real Property. All fee property, rights-of-way, easements, surface use
<br />agreements, licenses and leases described on Exhibit C (collectively, the "Real
<br />Property Interests"), and all fixtures, buildings and improvements located on such
<br />Real Property Interests.
<br />b. Permits. All permits, licenses, certificates, orders, approvals,
<br />`authorizations, grants, consents, concessions, warrants, franchises and similar
<br />rights and privileges 11 granted by a governmental authority that are necessary for,
<br />used, or held for use for or in connection with, the ownership, use, operation,
<br />maintenance, construction, or installation of the Properties as currently used
<br />(collectively, the cop] mits"), buCexcluding any Permits which relate to Seller's,
<br />PlanFor which are uied, useful or held for use in connection with the ownership,`
<br />operation- or maintenance of Seller's Plant (other than the Spill Prevention and
<br />Control and Contamination Plan).
<br />y. The personal property listed on' Exhibit D (the
<br />C. Personal Propert
<br />"Personal Property") which, to Seller's knowledge, is owned exclusively by Seller.
<br />d. Books and Records. All contract, land, right of way, title, engineering,
<br />environmental, operating and maintenance, accounting, tax, business, marketing,
<br />and other data, files, documents, instruments, notes, papers, ledgers, journals,
<br />reports, abstracts, surveys, maps, books, records, correspondence, computer
<br />databases (excluding software licenses) and studies which primarily relate to the
<br />Properties or which are used, useful, or held for use primarily in connection with,
<br />the ownership, operation or maintenance of the Properties (collectively, the
<br />"Records"), but excluding all books and records which relate to Seller's Plant or
<br />which are used, useful or held for use in connection with the ownership, operation
<br />GACRM AmSodaPmchaseSaleAgmt6nCumBNAL.doe 4
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