Consent and Agreement - (Power Purchase Agreement, Site Lease and Interconnection Agreement – MCP-Independence II, LLC)

Sep 16, 2026

Consent and Agreement establishing mutual approvals among the City of Independence, Missouri, National Cooperative Bank, N.A., MCP-Independence II, LLC, and GCEC 2018 MT I, LLC. The agreement conditions the lender’s financing of a photovoltaic solar energy project by acknowledging collateral pledges and assignments of the power purchase agreement, site lease, and interconnection agreement. It further authorizes lender or permitted transferees to receive performance and act as counterparty upon notice and certain events, subject to stated payment and contractual terms.

LanguageEnglish

CategoryLetters

FormatPDF

Pages13

Reading Time5 min

AccessFree to download

Recitals

Loan Agreement and related documents

PPA, Lease, and SGIA context

Security instruments and collateral assignments

Agreements

Consent to assignment

Recognition of lender or subsequent owners

CONSENT AND AGREEMENT (Power Purchase Agreement, Site Lease and Interconnection Agreement – MCP-Independence II, LLC) This Consent and Agreement (this “Consent”) is made and entered into as of April [ ], 2021, by and among CITY OF INDEPENDENCE, MISSOURI, a Missouri municipal corporation (“City”), NATIONAL COOPERATIVE BANK, N.A., a national bank (the“Lender”), MCP-INDEPENDENCE II, LLC, a Missouri limited liability company (the“Borrower”), and GCEC 2018 MT I, LLC, a Missouri limited liability company (the “Master Tenant”) . RECITALS A. Borrower and Lender have entered into that certain Loan Agreement dated as of the date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the“Loan Agreement”) and the other Loan Documents (as defined therein) in order to provide permanent financing for the photovoltaic solar electric energy generating facility owned by Borrower and located on certain real property in the City of Independence, Missouri (the “Solar Project”) . B. Borrower, as Seller, and City, as Buyer, are parties to that certain Solar Photovoltaic Installation Power Purchase Agreement dated as of July 10, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “PPA”) a copy of which is attached as Exhibit A. Borrower has assigned its rights to payments under the PPA to Master Tenant pursuant to a Renewable Energy Equipment Lease dated as of May 18, 2018 (the “Master Lease”) . C. Borrower, as Tenant, and City, as Landlord, are parties to that certain Solar Photovoltaic Installation Site Lease dated as of November 21, 2017, as amended pursuant to that First Amended Site Lease dated as of April , 2021 (as further amended, restated, supplemented or otherwise modified from time to time, the “Lease”) a copy of which is attached as Exhibit B. D. The City, through Independence Power & Light, a department of the City, as Power System Owner, and the Borrower, as Power Generator, are parties to that certain Independence Power and Light Department Small Generator Interconnection Agreement (SGIA) dated as of July 10, 2017, as amended by a First Amendment to Independence Power and Light Department Small Generator Interconnection Agreement dated as of May 24, 2018 (collectively, the“Interconnection Agreement”) a copy of which is attached as Exhibit C. The Interconnection Agreement, the PPA and the Lease are referred to herein as the “Assigned Agreements”. E. As part of the transactions contemplated by the Loan Agreement, Borrower has executed in favor of the Lender a Leasehold Deed of Trust (the “Leasehold Deed of Trust”), pursuant to which Borrower collaterally assigns and grants a security interest to Lender in all right, title and interest of Borrower in, to and under the Lease, the Facility (as defined in the Lease) (the“Facility”) and the Site (as defined in the Lease) (the “Site”) as collateral security for its obligations under the Loan Agreement and the other Loan Documents (the “Secured Obligations”) . F. As part of the transactions contemplated by the Loan Agreement, Borrower has executed in favor of the Lender a Collateral Assignment of Project Documents (the “Security Agreement”), pursuant to which Borrower collaterally assigns and grants a security interest to \#732458 013095-0132 Lender in, among other things, all right, title and interest of Borrower in, to and under the Assigned Agreements as collateral security for the Secured Obligations. The Leasehold Deed of Trust and the Security Agreement of even date herewith executed by Borrower in favor of Lender are referred to herein collectively as the “Security Documents”. G. As a condition to Lender providing a loan to Borrower under the Loan Agreement, Lender, Borrower, City and Master Tenant execute this Consent. AGREEMENTS NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, a

FAQs

Who are the parties to this Consent and Agreement?

The parties are the City of Independence, Missouri, National Cooperative Bank, N.A. (Lender), MCP-Independence II, LLC (Borrower), and GCEC 2018 MT I, LLC (Master Tenant).

What does the City consent to under this agreement?

The City consents to the collateral pledge and assignment of the PPA, the interconnection agreement, and the leasehold interests to the Lender, including approvals required under specified sections of those documents.

When may the lender (or a subsequent owner) receive performance under the assigned agreements?

Upon notice from the Lender that performance under the assigned agreements is due to the Lender or an affiliate/permitted transferee, the City must recognize them as counterparty and render performance accordingly, subject to the agreement’s payment-related terms.

Sep 16, 2026

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