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35- 006351) serve in addition to the Trustee as the paying agencies or Places of payment for the Bonds. "Permitted Encumbrances" means (i) utility, access and other easements and rights -of -way, restrictions and exceptions that the Company Representative certifies will not impair the operation of the Project (ii) encumbrances which are completely subordinated to all obligations created by this Agreement and the Indenture, and (iii) such minor defects, irregularities, encumbrances, easements, rights -of -way and clouds on title as normally exist with respect to property similar in character to the Project and as do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was acquired or is held by the Issuer. "Prime Rate" means the rate as announced by Original Purchaser from time to time at its principal office in New York, New York, as its prime lending rate for domestic commercial loans; the Prime Rate to change when and as such prime lending rate changes, and shall be effective on the effective date of each change in the Prime Rate announced by the Original Purchaser at its principal office. "Project" means the Project Facilities and Project Site. "Project Facilities" means (i) a new seed corn warehouse, machine storage building and related facilities, fixtures and improvements, and any other tangible personal property or other property including any machinery and equipment acquired with the proceeds of the sale of the Bonds or otherwise pledged by Company as security for payment of principal of, premium, if any, and interest on the Bonds (which property is described generally in Exhibit "B" attached hereto); and (ii) any items of machinery, equipment and other tangible personal property `z acquired in substitution for, or as a renewal of, or a modification or improvement to the Project, pursuant to the provisions of Sections 5.6 and 6.2(a) hereof. "Project Site" means the real estate described in Exhibit "A" attached hereto on which the Project Facilities will be situated and any improvements, leasehold interests, easements, licenses and rights and real property hereinafter acquired by Company for use in connection with the Project. "Redemption Date" means those dates on which the Bonds are redeemed, pursuant to Sections 10.2 and 1U.3 hereof. "Refunding Bonds" means Bonds, as described in Section 2.11 of the Indenture, issued for the purpose of refunding Series 1985 Bonds or Additional Bonds theretofore issued and outstanding under the Indenture. L L J L