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such machinery or equipment t o anyone other than the Dorrower or any hffiliates o f the Bo rrower, or in the case of the s crappin~ thereof , the proceeds from such sale o r the proceeds, if any, from such scrapping, as the case ~ay be, (ii) in the case of the trade-in of such machinery or equipment for other mach inery or equipment not installed in the Pro ject , t he am ount of the creui t received by it in such trade-in a nd (iii) in the case of any disposition other than as provided in clauses (b){i) o r (b)(ii) an amount equal to the original cos t thereof less depreciation at rates ca l culated in accordance with generally accepted accounting practices consistently fo llowed b~ the Bo rrower; or (c) In the event that the Borrower has acquired and installed, prior to such removal and disposal of an item of illachinery or equipment from the Project other than under pre- ceding subsection (a} of thi s Section, an additional item or items of machinery or equipment or made additions, modif ications , o r improvements to the Project with its own funds, fr ee of all liens and encumbrances, which have become 9art of the Project, and are subject to the Security Interest or Mortgage granted herein, the Oorrower may ta'ke credit to the extent of the amount so spen t against the requirement that it ei the r substitute and install other machinery or equipment having equal or greater utility o r that it make payment to the Trustee for deposit into the aedemption Account. Prior to the removal, disposal or other disposition of any portion of the Project, the ,\uthorized Borrower Representative shall deliver to the Trustee a c ertificate that such removal, disposal or disposition will not affect the utility or value of t he Project for the purposes set forth herein. The certificate shall specify which portions of the Project are to be removecJ or disposed of, and identify any aduitions o r substitutions wh i ch will be made part of the P roject pursuant to the provisions of this section . The iJorrower .,...ill also exec ute, record and deliver to the Trustee any clocurn e nts deemed necessary by the Trustee to perfect and to rnaint.:iin the lien on, pledge of, rnortga.ge upon or Security Interest i n such auditions .:ind substitution s. The removal f rom the l?ro ject of any portion of the ma.- chinery o r equipment and the subst itu tion, paym~nt or creuit therefor pursuant to the p r ovisions of this section sh~\11 not entitle the nar rower to any delay , abatement or diminution ol: the Loan Payments payable under Section 4 .2 hereof . The Borrower sha ll file with the 'rru.stee annu,:il ly on or b~fore Ja nuary 15 in each year ,lu ring the term of this Agreement, be9inning January 15, 1904 , an opinion of counsel (who -23-