Scheels Election. If a Default Notice is issued and (i) Lender does not elect to exercise its rights under this Collateral Assignment and cure the Default, (ii) Lender elects to exercise its rights under this Agreement and cure the Default, but subsequently a Lender Default Notice is issued, or (iii) the Default or Lender Default as the case may be has not been cured within a period of one hundred eighty (180) days after the Default Notice was issued (the "Cure Period"), City shall be obligated to make payment on the Scheels Payment under this Section 6 if, and only if Scheels during the Cure Period: (a) elects to continue receiving such payments of CID Revenues by providing written notice to the City; and (b) delivers to the City the "Continuous Operations Agreement" attached hereto as Exhibit A (collectively, the "Scheels Election".) By making the Scheels Election Scheels will be ratifying and confirming the Scheels Continuous Operations Covenant and will be further agreeing to pay the Clawback Payment (as defined herein) if Scheels shall thereafter breach the Continuous Operations Covenant. By ratifying the Scheels Continuous Operations Covenant, the City will be in privity of contract with Scheels and entitled to directly enforce the Scheels Continuous Operation Covenant. The Continuous Operations Agreement contains a clawback provision in favor of the City which would require Scheels to make a fair and reasonable liquidated damages payment to the City in an amount of up to $17,000,000 if Scheels were to breach its Continuous Operations Covenant (the "Clawback Payment"). Within twenty (20) days after providing City with the Continuous Operations Agreement, Scheels shall also provide written notice to the City, verified by the Escrow Agent or such other third party acceptable to City in its sole discretion of any amounts which have been paid to Scheels in partial satisfaction of the Scheels Payment and state in such written notice the balance of the Scheels Payment owed. The Escrow Agent agrees to provide such information to City with the cooperation and assistance of Scheels. Upon receipt of the Continuous Operations Agreement, and provided that Scheels is not in default of the Continuous Operation Agreement thereafter, the City agrees to continue to collect CID Revenue and make direct payments to Scheels of such CID Revenues as are generated from the Scheels Store (but not from the balance of the CID District) until the Scheels Payment has been paid in full without the...
