The third-party claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages);

SECTION #8Injunctive Relief. The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

the Company or any of its Significant Subsidiaries shall # apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of itself or of all or a substantial part of its property under any Debtor Relief Law, # become unable, admit in writing its inability or fail to pay its debts generally as they become due, # make a general assignment for the benefit of creditors, # be adjudicated as bankrupt or insolvent under any Debtor Relief Law, # commence a voluntary case under any Debtor Relief Law or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any Debtor Relief Law or file an answer admitting the material allegations of a petition filed against it in any proceeding under any Debtor Relief Law, or action shall be taken by it for the purpose of effecting any of the foregoing, or # if without the application, approval or consent of the Company or any of its Significant Subsidiaries, a proceeding shall be instituted in any court of competent jurisdiction, under any Debtor Relief Law, seeking in respect of the Company or any of its Significant Subsidiaries an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of the Company or any of its Significant Subsidiaries or of all or any substantial part of its assets, or other like relief in respect thereof under any Debtor Relief Law, and, if such proceeding is being contested by the Company or any of its Significant Subsidiaries in good faith, the same shall # result in the entry of an order for relief or any such adjudication or appointment or # continue undismissed for any period of 60 consecutive days; or

Optionee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

On each Ownership Share Adjustment Date (as defined herein), the then effective Ownership Shares shall be modified and adjusted as follows: # Power Company’s Ownership Share shall be increased by a fractional amount, expressed as a percentage, the numerator of which is the result of # aggregate Capital Relief Amount applicable to both WPSC and MGE for the Capital Relief Period ending immediately prior to such Ownership Share Adjustment Date divided by # the MW Price, and the denominator of which is the Columbia Nameplate MWs, # WPSC’s Ownership Share shall be decreased by a fractional amount, expressed as a percentage, the numerator of which is the result of # the Capital Relief Amount applicable to WPSC for the Capital Relief Period ending immediately prior to such Ownership Share Adjustment Date divided by # the MW Price, and the denominator of which is the Columbia Nameplate MWs and # MGE’s Ownership Share shall be decreased by a fractional amount, expressed as a percentage, the numerator of which is the result of # the Capital Relief Amount applicable to MGE for the Capital Relief Period ending immediately prior to such Ownership Share Adjustment Date divided by # the MW Price, and the denominator of which is the Columbia Nameplate MWs. For purposes of this Agreement, # “Columbia Nameplate MWs” means 1,112, # “Capital Relief Amount” means, with respect to a Company for a Capital Relief Period, an amount equal to the total capital expenditures (other than capital expenditures made in connection with the SCR Equipment) made by the Power Company during such Capital Relief Period pursuant to Paragraph 1.1(a), multiplied by the Ownership Share applicable to such Company during such Capital Relief Period, # “Capital Relief Period” shall mean each of the following separate periods: calendar year 2016, calendar year 2017, calendar year 2018 and calendar year 2019 and the period from (and including) January 1, 2020 through (and excluding) June 1, 2020, # “MW Price” means $830,000 and # “Ownership Share Adjustment Date” means each of the following dates: December 5, 2017 (the “Initial Ownership Share Adjustment Date”), January 1, 2018, January 1, 2019, January 1, 2020 and June 1, 2020.

The ​ agrees that it would be difficult to calculate the extent of damages caused by, and to compensate the Company and the Manager fully for damages for, any violation by the ​ of the provisions of this Agreement. Accordingly, ​ agrees that the Company and the Manager shall be entitled to temporary, preliminary and permanent injunctive relief or other equitable relief (including specific performance), without necessity of posting bond, to enforce the provisions of this this Agreement, and that such relief may be granted without the necessity of proving actual damages. This right to equitable relief shall not, however, diminish the Company’s or the Manager’s right to claim and recover damages from ​ in addition to equitable relief. The remedies provided to the Company and the Manager in this Agreement are cumulative, and not exclusive, of any other remedies that may be available to the Company or the Manager.

S. federal, state or foreign law, including any Debtor Relief Law.

If the dispute has not been resolved by negotiation within forty-five (45) days of the disputing Party’s notice, the parties shall resolve any remaining dispute by binding arbitration as set forth in Section 21 of this Agreement. The provisions of this Section 21 will not apply to any claims for equitable relief, provided that either Party seeking equitable relief gives immediate written notice, in accordance with Section 13 of this Agreement, if a claim for equitable relief is pursued.