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<br />event of any litigation regarding this Lease, its terms and the enforcement of the rights and obligations of the
<br />parties hereto, the sole proper venue for any such litigation shall be in Miami-Dade County, Florida.
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<br />TWENTY-THIRD: Lessee covenants and agrees, at its sole cost and expense, to indemnify, protect and
<br />save Lessor harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims!
<br />litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without
<br />limitation, attorneys' and experts' reasonable fees and disbursements) of any kind or of any nature whatsoever
<br />which may at any time I be imposed upon, incurred by or asserted or awarded against Lessor and arising from or
<br />out of any Hazardous iMaterials (as hereinafter defined) on, in, under or affecting all or any portion of the
<br />Premises. As used herein, "Hazardous Materials" means petroleum products and any other hazardous or toxic
<br />materials, wastes and substances which are defined, determined or identified as such in any Laws or materials
<br />which are required by any Laws to be encapsulated or removed from the Premises or any surrounding area. As
<br />used herein, "Laws" means any Federal, State or local laws, rules or regulations (whether now existing or
<br />hereafter enacted or promulgated) and any judicial or administrative interpretation thereof, including any judicial
<br />or administrative orders or judgments.
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<br />TWENTY-FO{jRTH: In the event that Lessor receives a "Bona Fide Offer," as defined below, to
<br />purchase all, but not less than all, of the Premises and Lessor desires to accept such Bona Fide Offer, the Lessor
<br />shall promptly send notice (the "Notice") to Lessee first irrevocably offering to sell all, but not less than all, of the
<br />Premises to Lessee at the same price and upon the same terms and conditions as are contained in the Bona Fide
<br />Offer., provided if such Bona Fide Offer contains an inspection period or a financing contingency, such provisions
<br />shall not apply to the Tenant and if Tenant offers, as set forth below, to match the Bona Fide Offer, such offer of
<br />Tenant shall be "as is, with no right of inspection" and "all cash" with no financing contingency. The Notice shall
<br />contain a true and complete copy of the Bona Fide Offer, setting forth the price and all other terms and conditions
<br />thereof as well as the names, addresses and businesses or other occupations of the offeror(s). Lessee shall then
<br />have such rights and privileges, for the prescribed time periods, as are set forth below. For purposes of this
<br />Agreement, the term "Bona Fide Offer" shall mean a bona fide offer in writing from an independent unaffiliated
<br />party (who must be financially capable of carrying out the terms of such Bona Fide Offer), in a form legally
<br />enforceable against the offeror or offerors.
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<br />In the event that a Bona Fide Offer to purchase the Premises has been received, and the Notice has been
<br />sent by Lessor to Lessee, Lessee shall have the right, for a period of seven (7) calendar days from its receipt of
<br />such Notice (the "Lessee's Option Period"), at its sole option, to purchase all, but not less than all, of the Premises
<br />at the price and on thy same terms and conditions as set forth in the Bona Fide Offer. In the event that Lessee
<br />shall elect to purchase the Premise~ Lessee shall give Lessor written notice of such election, which notice shall
<br />specify a closing date 'and time, which closing shall occur no later than thirty (30) days after the expiration of the
<br />Lessee's Option Period. In the event that Lessee does not elect, within the prescribed period, t8 purchase all of the
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