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ATTACHMENT 1 the term hereof; and if Licensee shall abandon, vacate or surrender the Licensed Premises, or be dispossessed by process of law or otherwise, it shall be a material default under this Agreement. The term "abandoned" as used herein means vacation of the Licensed Premises by Licensee or any sublicensee or assignee of Licensee for a period of more than six (6) consecutive normal business days. 21.2 The Premises shall be deemed abandoned by the Licensee, within the meaning of Civil Code Section 1951.2, and the License shall terminate, if the Licensor gives written notice of his or her belief of abandonment, as provided in Civil Code Section 1951.3, and the Licensee fails to give the Licensor written notice, before the date of termination specified in the Licensor's notice, stating that he or she does not intend to abandon the real property, and stating an address at which the Licensee may be served by certified mail in any action for unlawful detainer of the Premises. 21.3 The Licensor's notice of belief of abandonment shall be personally delivered to the Licensee, or sent by first class mail, postage prepaid, to the Licensee at his or her last known address. If Licensor has any reason to believe that the notice sent to that address will not be received by the Licensee, such notice shall also be sent to such other address, if any, known to the Licensor where the Licensee may reasonably be expected to receive the notice. 22. SURRENDER 22.1 Upon the expiration of the License Term hereof and the Licensehold interest created hereby and subject to Licensor's lien rights set forth herein, Licensee shall remove its movable trade fixtures, equipment, and personal property from the Licensed Premises and fully repair and/or restore all damage thereto resulting from such removal, and Licensee shall thereupon surrender the Licensed Premises in the same condition as they were on the date on which Licensor delivered possession of the Licensed Premises to Licensee, reasonable wear and tear excepted, unless the Licensor and Licensee agree to allow the Licensor to retain the improvement. All property of any kind not removed from the Licensed Premises shall be deemed abandoned by Licensee. If the Licensed Premises are not surrendered at the end of the License Term, Licensee shall indemnify, defend, protect and hold harmless Licensor against any claims, demands, loss, costs and expenses, including, but not limited to, attorneys' fees, or liability resulting from delay by Licensee in surrendering the Licensed Premises including but not limited to any loss arising from any claim made by any succeeding Licensee founded on such delay. Except as provided herein, no act or conduct of the Licensor, whether consisting of the acceptance of the keys to the Licensed Premises, or otherwise, shall be deemed to be or constitute an acceptance of the surrender of the Licensed Premises by the Licensee prior to the expiration of the License Term hereof, and such acceptance by the Licensor of the surrender by the Licensee shall only flow from and must be evidenced by a written acknowledgment of acceptance of surrender signed by the Licensor. 23. VACATING Atty/Agr/2009.049 071108 15