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4.3 New Encumbrances. The provisions of Section 4.2 to the contrary <br /> notwithstanding, if any supplemental title reports or updates to any previous title reports disclose <br /> any New Encumbrances (as defined in the second to last paragraph of this Section 4.3) on title <br /> which are not acceptable to Buyer, Buyer shall give written notice to Seller that it disapproves <br /> such New Encumbrances (the "New Encumbrances Title Objection") on or before ten(10) <br /> days after receipt of written notice of any New Encumbrances. If Buyer delivers a New <br /> Encumbrances Title Objection, Seller shall have five(5) days after receipt thereof to notify <br /> Buyer that either(a) Seller will take all action necessary to attempt to eliminate, cure or remove <br /> such New Encumbrances, or make arrangements to have such New Encumbrances eliminated, <br /> cured or removed from title, or(b) Seller elects not to cause such New Encumbrances to be <br /> removed. If Seller gives Buyer notice under clause (b) or fails to respond to Buyer's New <br /> Encumbrances Title Objection within the five (5) day period, Buyer shall have ten(10)days in <br /> which to notify Seller that Buyer will either proceed with the purchase and take title to the <br /> Property subject to such New Encumbrances, in which event the New Encumbrances shall <br /> constitute Permitted Exceptions, or that Buyer will terminate this Agreement. If this Agreement <br /> is terminated as provided in this paragraph,the parties shall be relieved of further rights and <br /> obligations under this Agreement except for Surviving Obligations. <br /> If Seller notifies Buyer that Seller shall take all action necessary to attempt to <br /> eliminate, cure, or remove from title any New Encumbrances as provided in item(a)of the <br /> preceding paragraph, Seller shall attempt to eliminate, cure, or remove from title such New <br /> Encumbrances within sixty (60) days following the date Seller notifies Buyer that it shall attempt <br /> to eliminate, cure, or remove from title such New Encumbrances. At the end of the sixty(60) <br /> day period, Seller shall notify Buyer of any New Encumbrances that Seller is unable to <br /> eliminate, cure,or remove from title (such notice referred to as "Seller's New Encumbrances <br /> Notice"). <br /> Buyer shall have the election on or before ten (10) business days after Buyer's <br /> receipt of Seller's New Encumbrances Notice,to deliver written notice to Seller either: <br /> (i) disapproving Seller's New Encumbrances Notice, which can only be disapproved if Seller has <br /> been unable to eliminate, cure, or remove such New Encumbrances, in which case this <br /> Agreement shall terminate; or(ii) approving Seller's New Encumbrances Notice (Buyer's <br /> approval shall be conclusively deemed made if Seller has eliminated, cured, or removed from <br /> title all such New Encumbrances). If Buyer terminates this Agreement as provided in this <br /> paragraph,the parties shall be relieved of further rights and obligations under this Agreement <br /> except for Surviving Obligations. <br /> The phrase "New Encumbrances"refers to any matters of record not listed on <br /> Exhibit E affecting title to the Property that will prevent the construction of the Detention Basin <br /> and Neighborhood Park on the Property pursuant to the provisions of the Funding and <br /> Improvement Agreement. New Encumbrances does not include any matters consented to and/or <br /> approved by Buyer(including matters pursuant to Section 3.1 in connection with the subdivision <br /> of the Property), and/or caused by the acts or omissions of Buyer and its Authorized <br /> Representatives. <br /> 000299.0044\839978.8 5 <br />