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terminate this Lease; provided, that no termination shall be effected either by operation of law or acts of the parties hereto except upon express written notice from the Authority to the City terminating this Lease, as provided below. In the event of such default and notwithstanding any entry by the Authority, may at any time thereafter (with or without notice and demand and without limiting any other rights or remedies the Authority may have): (1) Maintain this Lease in full force and effect and recover rent and other monetary charges as they become due without terminating the City's right to possession of the Leased Property, regardless of whether or not the City has abandoned the Leased Property. In the event the Authority elects not to terminate this Lease, it shall have the right and the City hereby irrevocably appoints the Authority as its agent and attorney-in-fact for such purpose to attempt to relet the Leased Property at such rent, upon such conditions and for such term, so long as the Authority or the Trustee obtains an Opinion of Counsel that the tax-exempt status of the interest components of Base Rental payments will be preserved, and to do all other acts to maintain or preserve the Leased Property, including the removal of persons or property therefrom or taking possession thereof, as the Authority deems desirable or necessary, and the City hereby waives any and all claims for any damages that may result to the Leased Property thereby; provided, that no such actions shall be deemed to terminate this Lease and the City shall continue to remain liable for any deficiency that may arise out of such reletting, taking into account expenses incurred by the Authority due to such reletting, payable at the same time and manner as provided for Base Rental in Section 5.01. (2) Terminate the City's right to possession of the J eased Property by giving a written notice of termination to the City. On the date specified in such notice (which shall be not less than three (3) days after the giving of such notice) the City's right to possession under this Lease shall terminate and the City shall surrender possession of the Leased Property, as the case may be, to the Authority, unless on or before such date all arrears of rental and all other sums payable by the City hereunder, and all costs and expenses incurred by or on behalf of the Authority hereunder, including attorneys' fees incurred in connection with such defaults, shall have been paid by the City and all other defaults or breaches hereunder by the City at the time existing shall have been fully remedied to the satisfaction of the Authority. Upon such termination, the Authority may recover, in addition to all other damages available by contract or at law, to the extent permitted by law, from the City: (i) the worth at the time of award of the unpaid rental which had been earned at the time of termination; and (ii) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that the City proves could have been reasonably avoided. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) above is computed by allowing interest at the rate of twelve per cent (12%) per annum. Without otherwise limiting any of the rights or remedies of the Authority set forth herein, the Authority expressly waives the right to receive any amount from the City pursuant to Section 1951.2(a)(3) of the California Civil Code. LA1-63219.5 24