assignee good and merchantable title to the assets purchased, free and clear of all liens and encumbrances with all sales and other transfer taxes paid by Franchisee, and all licenses or permits of the Unit which may be assigned or transferred. In the event the closing of the purchase does not occur within said ninety (90) day period because Franchisee fails to act diligently in connection therewith, the purchase price shall be reduced by ten percent (10%). Franchisee further agrees that the purchase price shall be further reduced by ten percent (10%) per month for each subsequent month Franchisee fails to act diligently to consummate this transaction. In the event that Franchisee cannot deliver clear title to all of the purchased assets as aforesaid, or in the event there are other unresolved issues, at Pretzel Time's option, the losing of the sale shall be accomplished through an escrow. Prior to closing, Franchisee and Pretzel Time shall comply with the applicable Bulk Sales provisions of the Uniform Commercial Code as enacted in the state in which the Unit is located. (4) If Pretzel Time or its assignee exercises this option to purchase, pending the closing of such purchase, Pretzel Time may appoint a manager to maintain the operation of the Unit, at its option, require Franchisee to close the Unit during such time period without removing any assets. If Pretzel Time appoints a manager to maintain the operation of the Unit pending closing of such purchase, all funds from the Unit's operation during the period of management by a Pretzel Time appointed manager shall be kept in a separate fund and all expenses of the Unit, including compensation, other costs and travel and living expenses of the Pretzel Time appointed manager, shall be charged to such fund. As compensation for the