Covenants of Candie's and the Issuer. (a) Candie's will pay all present and future recording and filing fees, and all legal, financial and miscellaneous out-of-pocket expenses and costs incurred in connection with the negotiation and consummation of this Agreement and closing the transactions hereby contemplated, including, but not limited to (i) all expenses incidental to the performance of the Transferors' or the Manager's obligations under the Operative Documents including all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes, the preparation of the Operative Documents and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Notes; (ii) any fees charged by investment rating agencies for the rating of the Notes; (iii) the fees and expenses of Standard & Poor's Corporation CUSIP Service Bureau in connection with obtaining a private placement number with respect to the Notes; (iv) the fees, expenses and disbursements of Bxxxx & MxXxxxxx; (v) the Placement Agent's fees; and (vi) expenses incurred in printing and delivering the Offering Document (including any amendments and supplements thereto) to the Purchaser. Without limiting any provisions of the Operative Documents, the Issuer further agrees that it will pay or cause to be paid, promptly upon demand, all reasonable expenses incurred by the Purchaser in connection with the making of any amendments or modifications to, or the giving of any release, consent or waiver in respect of, this Agreement and any Operative Document executed pursuant hereto or thereto, including the fees and disbursements of counsel for the Purchaser in connection therewith, in each case that are related to or arising out of a request of, or an action taken by or that are otherwise required or caused by, directly or indirectly, the Issuer, the Transferors or the Manager, whether or not such modifications or amendments are consummated or all consents are obtained. Without limiting the any provisions of the Operative Documents, the Issuer further agrees that it will pay, or reimburse the Purchaser for, promptly upon demand, all costs and expenses (including reasonable legal fees and disbursements) incident to or in connection with (i) any action taken by the Purchaser, in good faith, to enforce its rights and remedies under this Agreement or any other Operative Document and (ii) any bankruptcy or insolvency proceedings involving Candie's or any of i...
