Common use of Amendment and Restatement; No Novation Clause in Contracts

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Original Credit Agreement, effective from and after the 2021 Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Administrative Agent, or any Indemnitee under the Original Credit Agreement or any other Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this Agreement. Except as amended by and in accordance with this Agreement, all Loan Documents continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Loan Party party hereto (i) consents to the amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges and agrees that any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Loan Document to which it is a party shall be in respect of the obligations of such Loan Party under this Agreement and the other Loan Documents and (iii) reaffirms all prior grants of Liens in favor of the Security Agent under each Loan Document and all guarantees and indemnities granted to the Administrative Agent or any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On and after the 2021 Amendment Effective Date, each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Original Credit Agreement shall mean and be a reference to this Agreement.

Amendment and Restatement; No Novation. This Agreement agreement constitutes an and amendment and restatement of the Original Credit AgreementExisting Loan Agreement and does not extinguish the obligations for the payment of money under the Existing Loan Agreement or discharge or release the Loan Obligations under, effective from and after as defined in, the 2021 Amendment Effective Date. The execution and delivery of this Existing Loan Agreement shall not constitute a novation or the Lien or priority of any indebtedness or other obligations owing to the Lendersmortgage, the Administrative Agentpledge, or any Indemnitee under the Original Credit Agreement security agreement or any other security therefore. Nothing contained herein shall be construed as a substitution or novation of the Loan Documents based on facts Obligations outstanding under, and as defined in, the Existing Loan Agreement or events occurring or existing prior to instruments securing the execution and delivery of this Agreement. Except as amended by and in accordance with this Agreementsame, all Loan Documents continue to be which shall remain in full force and effect effect, except as modified hereby or by instruments or documents executed concurrently herewith. Holdings, the Borrower and are each Borrower Subsidiary hereby in all respects ratified and confirmed. Each Loan Party party hereto (ia) consents to the amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges confirms and agrees that any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Loan Document to which it is a party is, and shall be continue to be, in respect of the obligations of such Loan Party under full force and effect, as modified by this Agreement and the other Loan Documents instruments or documents executed concurrently herewith, and (iii) reaffirms is hereby ratified and confirmed in all prior grants of Liens in favor of the Security Agent under each Loan Document and all guarantees and indemnities granted to the Administrative Agent or any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On respects except that on and after the 2021 Amendment Effective Date, each reference Date all references in any such Loan Document to the other Loan Documents to “Credit "Financing Agreement”, “," "thereto," "thereof," "thereunder”, “thereof” " or words of like import referring to the Original Credit Existing Loan Agreement shall mean the Existing Loan Agreement as amended and be restated by this Agreement and (b) confirms and agrees that to the extent any such Loan Document purports to assign or pledge to the Agent Lender a reference security interest in or Lien on, any collateral as security for the obligations of the Borrower and Borrower Subsidiaries from time to this Agreementtime existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Original Existing Credit Agreement, Agreement effective from and after the 2021 Amendment Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Indebtedness or other obligations Obligations owing to the Lenders, Lenders or the Administrative Agent, or any Indemnitee Agent under the Original Existing Credit Agreement or any other Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this Agreement. Except On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrowers outstanding as amended of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by and in accordance any Person. (b) In connection with the foregoing, by signing this Agreement, all Loan Documents continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each each Loan Party party hereto confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) consents to the amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges and agrees that any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Loan Document to which it is a party shall be in respect of the obligations Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees set forth herein, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Obligations and (iii) reaffirms all prior grants of Liens in favor of the Security Agent under each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all guarantees respects and indemnities granted shall remain in full force and effect according to its terms. 11.23 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the Administrative Agent or contrary in any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents Document or in any way limitother agreement, impair arrangement or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On and after the 2021 Amendment Effective Dateunderstanding among any such parties, each reference in the other party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Documents to “Credit Agreement”Document, “thereunder”, “thereof” or words of like import referring to the Original extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: 136 Xxxxx Xxxxxx Amended and Restated Credit and Guaranty Agreement shall mean and be a reference to this Agreement.NYDOCS03/1067767.15

Amendment and Restatement; No Novation. This Agreement agreement constitutes an and amendment and restatement of the Original Credit AgreementExisting Loan Agreement and does not extinguish the obligations for the payment of money under the Existing Loan Agreement or discharge or release the Loan Obligations under, effective from and after as defined in, the 2021 Amendment Effective Date. The execution and delivery of this Existing Loan Agreement shall not constitute a novation or the Lien or priority of any indebtedness or other obligations owing to the Lendersmortgage, the Administrative Agentpledge, or any Indemnitee under the Original Credit Agreement security agreement or any other security therefore. Nothing contained herein shall be construed as a substitution or novation of the Loan Documents based on facts Obligations outstanding under, and as defined in, the Existing Loan Agreement or events occurring or existing prior to instruments securing the execution and delivery of this Agreement. Except as amended by and in accordance with this Agreementsame, all Loan Documents continue to be which shall remain in full force and effect effect, except as modified hereby or by instruments or documents executed concurrently herewith. Holdings, the Borrower and are each Borrower Subsidiary hereby in all respects ratified and confirmed. Each Loan Party party hereto (ia) consents to the amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges confirms and agrees that any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Loan Document to which it is a party is, and shall be continue to be, in respect of the obligations of such Loan Party under full force and effect, as modified by this Agreement and the other Loan Documents instruments or documents executed concurrently herewith, and (iii) reaffirms is hereby ratified and confirmed in all prior grants of Liens in favor of the Security Agent under each Loan Document and all guarantees and indemnities granted to the Administrative Agent or any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On respects except that on and after the 2021 Amendment Effective Date, each reference Date all references in any such Loan Document to the other Loan Documents to “Credit Financing Agreement”, ,” “thereto,” “thereof,” “thereunder”, “thereof” or words of like import referring to the Original Credit Existing Loan Agreement shall mean the Existing Loan Agreement as amended and be restated by this Agreement and (b) confirms and agrees that to the extent any such Loan Document purports to assign or pledge to the Agent Lender a reference security interest in or Lien on, any collateral as security for the obligations of the Borrower and Borrower Subsidiaries from time to this Agreementtime existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment Borrower, Agent and restatement of the Original Credit AgreementLenders, each hereby agree that, effective from and after upon the 2021 Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lendersby each such party, the Administrative Agent, or any Indemnitee under terms and provisions of the Original Credit Existing Loan Agreement or any and each other Loan Documents based on facts or events occurring or existing Document entered into prior to the execution Closing Date (collectively, the “Existing Loan Documents”) shall be and delivery hereby are amended, restated and superseded in their entirety by the terms and provisions of this AgreementAgreement and the other Loan Documents. Except Notwithstanding the foregoing, nothing herein contained shall be construed as amended by and in accordance with this Agreement, all a substitution or novation of the obligations of the Borrower outstanding under the Existing Loan Documents continue to be or instruments, documents or other agreements securing the same, which obligations shall remain in full force and effect and effect, except to the extent that the terms thereof are specifically modified hereby or by instruments, documents or other agreements executed concurrently herewith. Nothing expressed or implied in all respects ratified and confirmedthis Agreement shall be construed as a release or other discharge of Borrower from any of the Secured Obligations or any liabilities under the Existing Loan Documents, except to the extent modified hereby or by instruments, documents or other agreements executed concurrently herewith. Each Loan Party party hereto Borrower hereby (i) consents to the amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges confirms and agrees that any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Loan Document to which it is a party is, and shall be continue to be, in respect of the obligations of such Loan Party under this Agreement full force and the other Loan Documents effect and (iii) reaffirms is hereby ratified and confirmed in all prior grants of Liens in favor of the Security Agent under each Loan Document and all guarantees and indemnities granted to the Administrative Agent or any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On respects except that on and after the 2021 Amendment Effective DateClosing Date all references in any such Loan Document to the “Loan and Security Agreement”, each reference in the other “Loan Documents to Agreement” the “Credit Agreement”, “thereunderthereto”, “thereof”, “thereunder” or words of like import referring to the Original Credit Existing Loan Agreement shall mean the Existing Loan Agreement as amended and be a reference to restated by this Agreement.; and (ii) confirms and agrees that to the extent that the Existing Loan Agreement or any Existing Loan Documents purports to assign or pledge to Agent or Lender, or to grant to Agent or Lender a Lien on, any collateral as security for the Secured Obligations of the Borrower from time to time existing in respect of the Existing Loan Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective, subject only to specific modifications in the Loan Documents applicable thereto. (SIGNATURES TO FOLLOW) ​ ​ ​ ​

Amendment and Restatement; No Novation. This Agreement constitutes an amendment amends and restatement restates the Existing Loan Agreement in its entirety. This Agreement, however, does not extinguish the obligations for the payment of money outstanding under the Existing Loan Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security granted or executed by any of the Original Credit Borrowers in connection with the Existing Loan Agreement, effective from except to the extent that the Collateral under this Agreement does not include some of the types of collateral that were included in the Existing Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Loan Agreement or instruments securing the same, which shall remain in full force and after the 2021 Amendment Effective Dateeffect, except as modified hereby or by instruments executed concurrently herewith. The execution and delivery of Nothing expressed or implied in this Agreement shall not constitute be construed as a novation of any indebtedness release or other discharge of the Borrowers from any of their obligations owing to the Lenders, the Administrative Agent, or any Indemnitee liabilities under the Original Credit Existing Loan Agreement or any other of the Surviving Loan Documents. Each Borrower hereby (a) confirms and agrees that each of the Surviving Loan Documents based on facts or events occurring or existing prior to the execution is, and delivery of this Agreement. Except as amended by and in accordance with this Agreement, all Loan Documents shall continue to be be, in full force and effect and are is hereby ratified and confirmed in all respects ratified except that on and confirmed. Each Loan Party party hereto (i) consents to after the amendment and restatement of the Original Credit Agreement by this Agreement, (ii) acknowledges and agrees that Restatement Effective Date all references in any prior grant or grants of Liens in favor of the Security Agent in its properties and assets under each Surviving Loan Document to which it is a party shall be in respect of the obligations of such Loan Party under this Agreement and the other Loan Documents and (iii) reaffirms all prior grants of Liens in favor of the Security Agent under each Loan Document and all guarantees and indemnities granted to the Administrative Agent or any other Indemnitees. Except as provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of “the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On and after the 2021 Amendment Effective Date, each reference in the other Loan Documents to Agreement,” “Credit Agreement”, thereto,” “thereof,” “thereunder”, “thereof” or words of like import referring to the Original Credit Existing Loan Agreement shall mean the Existing Loan Agreement as amended and be a reference to restated in its entirety by this Agreement; and (b) confirms and agrees that to the extent that any Surviving Loan Document purports to assign or pledge to Agent or to grant to Agent a security interest in or lien on, any collateral, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, Skechers II hereby acknowledges and agrees that the Assignment for Security of Patents, Trademarks and Copyrights dated June 15, 1999 between Skechers II and Xxxxxx is hereby confirmed and ratified and shall henceforth be deemed to secure the Obligations and that such agreement hereby is modified accordingly.