Consents and Estoppel Certificates. (a) At any time and from time to time, within 15 days after written request of any Lender or proposed Lender, the Department, without charge, shall (1) consent to (A) the exercise by any Lender of its rights under and in accordance with this Article 7 in the event of a Concessionaire Default and (B) a pledge and hypothecation by the Concessionaire of the Concessionaire’s Interest to any Lender or proposed Lender and (2) certify to its best knowledge by written instrument duly executed and acknowledged, to any Lender or proposed Lender as follows: (i) As to whether this Agreement has been supplemented or amended, and if so, the substance and manner of such supplement or amendment, attaching a copy thereof to such certificate; (ii) As to the validity and force and effect of this Agreement, in accordance with its terms; (iii) As to the existence of any Concessionaire Default; (iv) As to the existence of events which, by the passage of time or notice or both, would constitute a Concessionaire Default; (v) As to then accumulated amount of Performance Points, cured and uncured; (vi) As to the existence of any Claims by the Department regarding this Agreement; (vii) As to the Agreement Date; (viii) As to the PVR Discount Rate and PVR that the Concessionaire has most recently reported to the Department; (ix) As to whether a specified acceptance, approval or consent of the Department called for under this Agreement has been granted; (x) Whether the Lender and its Concessionaire Debt and Financing Assignments, or the proposed Lender and its proposed Concessionaire Debt and Financing Assignments, meet the conditions and limitations set forth in Sections 7.01 and 7.03; and (xi) As to any other matters of fact within the Department’s knowledge about the Agreement, Project Agreement to which the Department is a party, the Concessionaire, the Project or the Work as may be reasonably requested. (b) The Department shall deliver the same certified, written instrument to a Substituted Concessionaire or proposed Substituted Concessionaire within 15 days after receiving its written request, provided that the request is delivered to the Department either before the Substituted Concessionaire or proposed Substituted Concessionaire succeeds to the Concessionaire’s Interest or within 60 days after the Substituted Concessionaire has succeeded to the Concessionaire’s Interest. (c) Any such certificate may be relied upon by, and only by, the Lender, proposed Lender, Substituted Concessionaire or proposed Substituted Concessionaire to whom the same may be delivered, and the contents of such certificate shall be binding on the Department.
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