Common use of REAFFIRMATION AND CONSENT Clause in Contracts

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and Waiver, dated as of November 5, 2009 (the “Amendment”), by and among the Borrowers, the Lenders signatory thereto, and Agent. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not violate of any material provisions of federal, state, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documents, or any order, judgment, or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (iv) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have Oxxxx Financial Group, Inc. (“Guarantor”) hereby (i) consents to the meanings ascribed to them in that certain amendment of the Credit Agreement dated as of June 30, 2009 set forth in the Modification; (as amended, restated, supplemented or otherwise modified from time ii) acknowledges and reaffirms its obligations owing to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, Agent and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with under its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and Waivercontinuing guaranty, dated as of November 5August 31, 2009 2001 (the “AmendmentContinuing Guaranty”); and (iii) agrees that the Continuing Guaranty is and shall remain in full force and effect. Without limiting the generality of the foregoing, Guarantor hereby restates, ratifies and reaffirms each and every term and condition set forth in the Continuing Guaranty effective as of the date hereof. All obligations owing by Guarantor under the Continuing Guaranty are unconditionally owing by such Guarantor to Agent and among the BorrowersLenders, the Lenders signatory theretowithout offset, and Agentdefense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. The undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent and the Lenders that (x) the execution, delivery, and performance of this Reaffirmation and Consent does not (iA) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not violate of any material provisions provision of federal, state, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documents, Guarantor or any order, judgment, or decree of any court or other Governmental Authority governmental authority binding on it or its SubsidiariesGuarantor, (ivB) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract material contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse ChangeGuarantor, (vC) do not and will not result in or require the creation or imposition of any Lien lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (viD) do not and will not require any approval of its interestholders or any approval or consent of any Person other person under any Material Contract material contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and excepteffect, in the case of Material Contractsor (E) require any registration with, for consents consent, or approval of, or notice to, or other action with or by, any governmental authority, other than registrations, consents, approvals, the failure to obtain could not individually notices or other actions that have been obtained and that are still in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; , and (ey) ratifies this Reaffirmation and reaffirms Consent has been duly executed and delivered by Guarantor and is the validity legally valid and enforceability binding obligation of all of the liens and security interests heretofore grantedGuarantor, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents enforceable against Guarantor in accordance with their respective its terms, and acknowledges that all of such liens and security interestsexcept as enforcement may be limited by equitable principles or by bankruptcy, and all collateral heretofore pledged as security for such obligationsinsolvency, continues reorganization, moratorium, or similar laws relating to be and remain Collateral for such obligations from and after the date hereofor limiting creditors’ rights generally. Although each of the undersigned Guarantor has been informed of the matters set forth herein and in the Amendment Modification and has acknowledged and agreed to same, they each understand Guarantor understands and agrees that neither any Agent nor any Lender has any obligations and the Lenders have no obligation to inform it of such matters amendments of, or consents or waivers relative to, the Credit Documents in the future or to seek its acknowledgment or agreement to future amendmentsamendments of, or consents or waivers or relative to, the Credit Documents and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is shall be determined under, governed by, and construed in accordance the laws of the State of California. Dated: October 12, 2010 OXXXX FINANCIAL GROUP, INC., a Loan Document. California corporation By: /s/ Bxxxx X. Xxxxxx Printed Name: Bxxxx X. Xxxxxx Title: CFO ACCEPTED AND ACKNOWLEDGED BY: CALIFORNIA BANK & TRUST, AS AGENT FOR THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.LENDERS By: /s/ Cxxxxx Xxxx Printed Name: Cxxxxx Xxxx Title: Vice President {Clients\CBT-LN\0118\AGR\07010013.DOC}

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Credit Agreement entered into between JMP GROUP LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), dated as of June 30August 3, 2009 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof and (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One Four to Credit Agreement and WaiverAgreement, dated as of November 5January 28, 2009 2010 (the “Amendment”), ) by and among the Borrowers, the Lenders signatory thereto, Borrower and AgentLender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Amended and Restated Loan and Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A.XXXXXX HIGHLAND GROUP, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages thereof thereto (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofParent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), XXXXX FARGO FOOTHILL, INC. (formerly known as FOOTHILL CAPITAL CORPORATION), a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and the lenders identified on the signature pages hereof thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILLdated as of June 25, LLC2003 (as amended, a Delaware limited liability companyrestated, as a joint lead arranger and as administrative agent for supplemented or otherwise modified, the Lenders (in such capacity, together with its successors and assigns in such capacity, “AgentLoan Agreement”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain or in Amendment Number One 4, Consent and Joinder to Credit Agreement Amended and WaiverRestated Loan and Security Agreement, dated as of November 5July 27, 2009 2004 (the “Amendment”), by and among the Borrowers, the Lenders signatory thereto, Agent and AgentLenders. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of transactions contemplated by the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any Lender has any and Lenders have no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of New York.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Loan and Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A.THE MAJESTIC STAR CASINO, INC.LLC, a Delaware corporation an Indiana limited liability company (“ParentMSC”), and each of ParentMSC’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofMSC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), each of the lenders identified on the signature pages hereof that is from time to time a party thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a individually, “Lender” and collectively as the and, collectively, “Lenders”), and XXXXX FARGO FOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead the arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns successors, if any, in such capacity, “Agent”); and together with each of the Lenders, BANK OF AMERICA, N.A. (individually and collectively the “BOALender Group”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and Waiver, dated as of November 5October 7, 2009 2003 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), or in Amendment Number Six to Loan and Security Agreement, dated as of July 31, 2006 (the “Amendment”), by and among the Borrowers, Borrowers and the Lenders signatory thereto, and AgentLender Group. The undersigned Guarantors each hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Loan Agreement as set forth in by the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender Group under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), dated as of June 30August 3, 2009 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof and (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One Two to Second Amended and Restated Credit Agreement and WaiverAgreement, dated as of November 5August 24, 2009 2016 (the “Amendment”), ) by and among the Borrowers, the Lenders signatory thereto, Borrower and AgentLender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement Agreement, dated as of June 30December 10, 2009 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries the lenders identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as and, collectively, the “Lenders”), XXXXX FARGO FOOTHILLCAPITAL FINANCE, LLC, a Delaware limited liability companycompany (successor by merger to Xxxxx Fargo Capital Finance, Inc., a California corporation), as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICAHAWAIIAN HOLDINGS, N.A. INC., a Delaware corporation (“BOAParent”), as syndication agentand HAWAIIAN AIRLINES, and BANC OF AMERICA SECURITIES LLC INC., a Delaware corporation (“BOASBorrower”), as a joint lead arranger, as amended by . Reference is made to that certain Amendment Number One Seven to Amended and Restated Credit Agreement and WaiverAgreement, dated as of November 5December 31, 2009 2013 (the “Amendment”), by and among the BorrowersParent, Borrower, Agent and the Lenders signatory thereto, and Agent. The Each undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent the Agents and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not (A) violate of any material provisions provision of federal, state, state or local law or regulation applicable to it or its Subsidiaries or it, the Governing Documents of the terms of its Governing Documentsit, or any material order, judgment, judgment or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (ivB) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (vC) do not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than notices and will not filings as may be required under the Securities Exchange Act of 1934, as amended, (D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, and or (viE) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents and agrees to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted set forth in Section 6 7 thereof; (c) acknowledges acknowledges, ratifies, and reaffirms its obligations owing to the Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect, as amended by the Amendment; and (e) ratifies reaffirms, acknowledges, agrees and reaffirms confirms that is has granted to Agent a perfected security interest in the validity and enforceability of Collateral in order to secure all of its present and future Guarantied Obligations (as defined in the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, Guaranty) and acknowledges and agrees that all of such liens and security interestsinterest, and all collateral Collateral heretofore pledged as security for such obligationsthe Obligations, continues continue to be and remain Collateral for such obligations from in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof. All Obligations owing by each of the undersigned are unconditionally owing by such Person to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters related to the Credit Agreement in the future or to seek its acknowledgment or agreement to future amendmentsamendments to the Credit Agreement, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent Consent, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. The validity of this Reaffirmation and Consent, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement Loan and Security Agreement, dated as of June 30December 10, 2009 2001 (as amended, restated, supplemented or otherwise modified from time to timemodified, the “Credit Loan Agreement”) ), by and among SKECHERS U.S.A., INC.Acceris Communications Corp., a Delaware corporation formerly known as WorldxChange Corp. (“ParentACC”)) and Acceris Communications Inc., each of Parent’s Subsidiaries identified on the signature pages thereof a Florida corporation formerly known as I-Link, Incorporated (such Subsidiaries“ACI,” and, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofACC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors Acceris Management and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILLAcquisition, LLC, a Delaware Minnesota limited liability company, as a joint lead arranger and as administrative agent for company (the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOALender”), as syndication agentassignee of Xxxxx Fargo Foothill, and BANC OF AMERICA SECURITIES LLC (“BOAS”)Inc., as a joint lead arrangerCalifornia corporation, as amended by that certain or in Amendment Number One Ten to Credit Agreement Loan and WaiverSecurity Agreement, dated as of November 5June 22, 2009 2005, by and between the Borrowers and Lender (the “Amendment”), by and among . Each of the Borrowers, the Lenders signatory thereto, and Agent. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of transactions contemplated by the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any Lender has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail facsimile transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail facsimile transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Loan and Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A.THE MAJESTIC STAR CASINO, INC.LLC, a Delaware corporation an Indiana limited liability company (“ParentMSC”), and each of ParentMSC’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofMSC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), each of the lenders identified on the signature pages hereof that is from time to time a party thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a individually, “Lender” and collectively as the and, collectively, “Lenders”), XXXXX and WXXXX FARGO FOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead the arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns successors, if any, in such capacity, “Agent”); and together with each of the Lenders, BANK OF AMERICA, N.A. (individually and collectively the “BOALender Group”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and Waiver, dated as of November 5October 7, 2009 2003 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), or in Amendment Number Eight to Loan and Security Agreement, dated as of March 31, 2008 (the “Amendment”), by and among the Borrowers, Borrowers and the Lenders signatory thereto, and AgentLender Group. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Loan Agreement as set forth in by the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender Group under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), the lenders from time to time party thereto (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”) and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of June 30August 3, 2009 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof and (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One to Second Amended and Restated Credit Agreement and WaiverAgreement, dated as of November 5April 27, 2009 2016 (the “Amendment”), ) by and among the BorrowersBorrower, the Lenders signatory thereto, and Agent. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to the Agent and the Lenders or any Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), dated as of June 30August 3, 2009 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One to Second Amended and Restated Credit Agreement and WaiverAgreement, dated as of November 5April 25, 2009 2016 (the “First Amendment”) by and among Borrower and Lender and (c) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 9, 2017 (the “Amendment”), ) by and among the Borrowers, the Lenders signatory thereto, Borrower and AgentLender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Loan and Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A.THE MAJESTIC STAR CASINO, INC.LLC, a Delaware corporation an Indiana limited liability company (“ParentMSC”), and each of ParentMSC’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofMSC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), each of the lenders identified on the signature pages hereof that is from time to time a party thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a individually, “Lender” and collectively as the and, collectively, “Lenders”), XXXXX and WXXXX FARGO FOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead the arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns successors, if any, in such capacity, “Agent”); and together with each of the Lenders, BANK OF AMERICA, N.A. (individually and collectively the “BOALender Group”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and Waiver, dated as of November 5October 7, 2009 2003 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), or in Amendment Number Seven to Loan and Security Agreement, dated as of March 15, 2007 (the “Amendment”), by and among the Borrowers, Borrowers and the Lenders signatory thereto, and AgentLender Group. The undersigned Guarantors each hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Loan Agreement as set forth in by the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender Group under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Credit Agreement Revolving Note and Cash Subordination Agreement, dated as of June 30April 8, 2009 2012 (as amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Note Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, between JMP SECURITIES LLC, a Delaware limited liability companycompany (“Broker/Dealer”) and CITY NATIONAL BANK, as a joint lead arranger and as administrative agent for the Lenders national banking association (in such capacity, together with its successors and assigns in such capacity, “AgentLender”), BANK OF AMERICAand (b) that certain Revolving Note, N.A. dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “BOANote”), as syndication agent, ) by and BANC OF AMERICA SECURITIES LLC between Broker/Dealer and Lender. Reference is made to: (“BOAS”), as a joint lead arranger, as amended by a) that certain Amendment Number One Seven to Credit Revolving Note and Cash Subordination Agreement and Waiver& Revolving Note, dated effective as of November 5April 26, 2009 2016 (the “Amendment”), by and among the Borrowersbetween Broker/Dealer and Lender, and (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the Lenders signatory thereto“Broker/Dealer Guaranty”) by JMP HOLDING LLC, and Agentformerly known as JMP Group LLC, a Delaware limited liability company (“Guarantor”), in favor of Lender. The undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental entity, or lapse of time the terms of its certificate of formation and limited liability company agreement, or both) of any material contractual obligation to which it is a default under party or by which any Material Contract of such Guarantor its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changematerial adverse effect; (b) consents to the amendment of the Credit Note Agreement and the Note as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent the Lender under the Broker/Dealer Guaranty, as amended hereby; and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereofamended hereby. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any the Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Credit Agreement Revolving Note and Cash Subordination Agreement, dated as of June 30April 8, 2009 2012 (as amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Note Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, between JMP SECURITIES LLC, a Delaware limited liability companycompany (“Broker/Dealer”) and CITY NATIONAL BANK, as a joint lead arranger and as administrative agent for the Lenders national banking association (in such capacity, together with its successors and assigns in such capacity, “AgentLender”), BANK OF AMERICAand (b) that certain Revolving Note, N.A. dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “BOANote”), as syndication agent, ) by and BANC OF AMERICA SECURITIES LLC between Broker/Dealer and Lender. Reference is made to: (“BOAS”), as a joint lead arranger, as amended by a) that certain Amendment Number One Two to Credit Revolving Note and Cash Subordination Agreement and Waiver& Revolving Note, dated as of November 5October 11, 2009 2012 (the “Amendment”), by and among the Borrowersbetween Broker/Dealer and Lender, and (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the Lenders signatory thereto“Broker/Dealer Guaranty”) by JMP GROUP LLC, and Agenta Delaware limited liability company (“Guarantor”), in favor of Lender. The undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental entity, or lapse of time the terms of its certificate of formation and limited liability company agreement, or both) of any material contractual obligation to which it is a default under party or by which any Material Contract of such Guarantor its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changematerial adverse effect; (b) consents to the amendment of the Credit Note Agreement and the Note as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent the Lender under the Broker/Dealer Guaranty, as amended hereby; and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereofamended hereby. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any the Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement Business Loan & Security Agreement, dated as of June 30September 13, 2009 2017 (as amended, restated, supplemented or otherwise modified from time to timemodified, the “Credit Loan Agreement”) ), by and among SKECHERS U.S.A.between SUPER G CAPITAL, LLC (“Lender”) and PRECISION OPINION, INC., a Delaware Nevada corporation (“ParentBorrower”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof or in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and WaiverForbearance Agreement, dated as of November 5July 6, 2009 2018 (the “AmendmentForbearance Agreement”), by and among the Borrowers, the Lenders signatory thereto, between Lender and AgentBorrower. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its his powers, (ii) have been duly authorized by all necessary action, (iii) do are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien contract or undertaking to which he is a party or by which any of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders his properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereoftransactions contemplated by this Amendment; (c) acknowledges and reaffirms its his obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it he is a partyparty (including without limitation the Guaranty and Suretyship Agreement, dated as of September 13, 2017 (the “Guaranty”), executed by the undersigned, in connection with the execution of the Loan Agreement); and (d) agrees that each of the Loan Documents (including without limitation the Guaranty and Suretyship Agreement) to which it he is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand he understands that neither any Agent nor any the Lender has any no obligations to inform it him of such matters in the future or to seek its his acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail pdf file shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail pdf file also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Credit Agreement Revolving Note and Cash Subordination Agreement, dated as of June 30April 8, 2009 2012 (as amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Note Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, between JMP SECURITIES LLC, a Delaware limited liability companycompany (“Broker/Dealer”) and CITY NATIONAL BANK, as a joint lead arranger and as administrative agent for the Lenders national banking association (in such capacity, together with its successors and assigns in such capacity, “AgentLender”), BANK OF AMERICAand (b) that certain Revolving Note, N.A. dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “BOANote”), as syndication agent, ) by and BANC OF AMERICA SECURITIES LLC between Broker/Dealer and Lender. Reference is made to: (“BOAS”), as a joint lead arranger, as amended by a) that certain Amendment Number One Five to Credit Revolving Note and Cash Subordination Agreement and Waiver& Revolving Note, dated effective as of November 5April 30, 2009 2014 (the “Amendment”), by and among the Borrowersbetween Broker/Dealer and Lender, and (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the Lenders signatory thereto“Broker/Dealer Guaranty”) by JMP GROUP LLC, and Agenta Delaware limited liability company (“Guarantor”), in favor of Lender. The undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental entity, or lapse of time the terms of its certificate of formation and limited liability company agreement, or both) of any material contractual obligation to which it is a default under party or by which any Material Contract of such Guarantor its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changematerial adverse effect; (b) consents to the amendment of the Credit Note Agreement and the Note as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent the Lender under the Broker/Dealer Guaranty, as amended hereby; and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereofamended hereby. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any the Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Revolving Credit Agreement”) , by and among SKECHERS U.S.A., INC.FRIENDLY ICE CREAM CORPORATION, a Delaware Massachusetts corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof signatory thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as collectively, the “Lenders”), XXXXX and WXXXX FARGO FOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), BANK OF AMERICAdated as of March 15, N.A. 2006 (as amended, restated, supplemented or otherwise modified, the “BOACredit Agreement”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by . Reference is hereby made to that certain Amendment Number One to Amended and Restated Revolving Credit Agreement and WaiverAgreement, dated as of November 5August 1, 2009 (2006 the “Amendment”), by and among the Borrowers, Borrower and the Lenders signatory thereto, and AgentLender Group. The undersigned Guarantors each hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in by the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender Group under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of Massachusetts.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Loan and Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A.the lenders identified on the signature pages thereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WXXXX FARGO FOOTHILL, INC., a California corporation, formerly known as Foothill Capital Corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, HYPERCOM CORPORATION, a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lendersdated as of July 31, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger2001, as amended by that certain Amendment Number One to Credit Loan and Security Agreement dated as of October 3, 2001, by Amendment Number Two to Loan and Waiver, Security Agreement dated as of November 13, 2001, by Amendment Number Three to Loan and Security Agreement dated as of February 13, 2002, by Amendment Number Four to Loan and Security Agreement dated as of June 24, 2002, by Amendment Number Five to Loan and Security Agreement dated as of December 23, 2002, by Amendment Number Six to Loan and Security Agreement dated as of March 5, 2009 2003, by Amendment Number Seven to Loan and Security Agreement dated as of March 28, 2003, and by Amendment Number Eight to the Loan and Security Agreement dated as of May 12, 2003 (as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), or in Amendment Number Nine to Loan and Security Agreement dated as of June 30, 2003 (the “Amendment”), by and among the BorrowersParent, the Lenders signatory thereto, Borrowers and Agentthe Lender Group. The undersigned Guarantors each hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and any waivers granted therein, including, without limitation, the execution and agrees to the terms of the release granted in Section 6 delivery thereof; (c) acknowledges and reaffirms its obligations owing to Agent the Lender Group under the Guaranty and the Lenders under any other Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement Business Loan & Security Agreement, dated as of June 30September 13, 2009 2017 (as amended, restated, supplemented or otherwise modified from time to timemodified, the “Credit Loan Agreement”) ), by and among SKECHERS U.S.A.between SUPER G CAPITAL, LLC (“Lender”) and PRECISION OPINION, INC., a Delaware Nevada corporation (“ParentBorrower”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof or in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Third Amendment Number One to Credit Agreement and WaiverLoan Agreement, dated as of November 5August 15, 2009 2018 (the “Amendment”), by and among the Borrowers, the Lenders signatory thereto, between Lender and AgentBorrower. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its his powers, (ii) have been duly authorized by all necessary action, (iii) do are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien contract or undertaking to which he is a party or by which any of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders his properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of transactions contemplated by the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its his obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a partyparty (including without limitation the Guaranty and Suretyship Agreement, dated September 13, 2017 (the “Guaranty”), executed by each of the undersigned, in connection with the execution of the Loan Agreement); and (d) agrees that each of the Loan Documents (including without limitation the Guaranty and Suretyship Agreement) to which it he is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand he understands that neither any Agent nor any the Lender has any no obligations to inform it him of such matters in the future or to seek its his acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail pdf file shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail pdf file also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is shall be governed by the laws of the State of California. Guarantor further acknowledges and agrees that Lender shall have the right to records a deed of trust, mortgage or similar interest against Guarantor’s personal residence located at 2000 Xxxxxx Xxxx Xxxx, Xxx Xxxxx, XX 00000 in the event that Borrower does not pay in the Total 2018 Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENTPayback on or before the date specified for payment in the Loan Chart, THE CONSTRUCTIONin order to secure Guarantor’s obligations under the Loan Documents, INTERPRETATIONincluding, AND ENFORCEMENT HEREOFwithout limitation, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKhis Guaranty.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement Agreement, dated as of June 30December 10, 2009 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries the lenders identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as and, collectively, the “Lenders”), XXXXX FARGO FOOTHILLCAPITAL FINANCE, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICAHAWAIIAN HOLDINGS, N.A. INC., a Delaware corporation (“BOAParent”), as syndication agentand HAWAIIAN AIRLINES, and BANC OF AMERICA SECURITIES LLC INC., a Delaware corporation (“BOASBorrower”), as a joint lead arranger, as amended by . Reference is made to that certain Amendment Number One Five to Amended and Restated Credit Agreement and WaiverWaiver and Amendment Number Two to Amended and Restated Security Agreement, dated as of November 5June 29, 2009 2012 (the “Amendment”), by and among the BorrowersParent, Borrower, Agent and the Lenders signatory thereto, and Agent. The Each undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent the Agents and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not (A) violate of any material provisions provision of federal, state, state or local law or regulation applicable to it or its Subsidiaries or it, the Governing Documents of the terms of its Governing Documentsit, or any material order, judgment, judgment or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (ivB) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (vC) do not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than notices and will not filings as may be required under the Securities Exchange Act of 1934, as amended, (D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, and or (viE) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents and agrees to the amendment of the Credit Agreement and the Security Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted set forth in Section 6 9 thereof; (c) acknowledges acknowledges, ratifies, and reaffirms its obligations owing to the Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect, as amended by the Amendment; and (e) ratifies reaffirms, acknowledges, agrees and reaffirms confirms that is has granted to Agent a perfected security interest in the validity and enforceability of Collateral in order to secure all of its present and future Guarantied Obligations (as defined in the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, Guaranty) and acknowledges and agrees that all of such liens and security interestsinterest, and all collateral Collateral heretofore pledged as security for such obligationsthe Obligations, continues continue to be and remain Collateral for such obligations from in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof. All Obligations owing by each of the undersigned are unconditionally owing by such Person to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters related to the Credit Agreement in the future or to seek its acknowledgment or agreement to future amendmentsamendments to the Credit Agreement, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. The validity of this Reaffirmation and Consent, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement Agreement, dated as of June 30December 10, 2009 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”") by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries the lenders identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “"Lender” and collectively as " and, collectively, the “"Lenders”"), XXXXX FARGO FOOTHILLCAPITAL FINANCE, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), BANK OF AMERICAHAWAIIAN HOLDINGS, N.A. INC., a Delaware corporation (“BOA”"Parent"), as syndication agentand HAWAIIAN AIRLINES, and BANC OF AMERICA SECURITIES LLC INC., a Delaware corporation (“BOAS”"Borrower"), as a joint lead arranger, as amended by . Reference is made to that certain Amendment Number One Two to Amended and Restated Credit Agreement and WaiverAgreement, dated as of November 5March 16, 2009 2011 (the “"Amendment”"), by and among the BorrowersParent, Borrower, Agent and the Lenders signatory thereto, and Agent. The undersigned Guarantors each Guarantor hereby (a) represents and warrants to Agent the Agents and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not (A) violate of any material provisions provision of federal, state, state or local law or regulation applicable to it or its Subsidiaries or it, the Governing Documents of the terms of its Governing Documentsit, or any material order, judgment, judgment or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (ivB) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (vC) do not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than notices and will not filings as may be required under the Securities Exchange Act of 1934, as amended, (D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, and or (viE) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted set forth in Section 6 thereof; (c) acknowledges acknowledges, ratifies, and reaffirms its obligations owing to the Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect, as amended by the Amendment; and (e) ratifies reaffirms, acknowledges, agrees and reaffirms confirms that is has granted to Agent a perfected security interest in the validity and enforceability of Collateral in order to secure all of its present and future Guarantied Obligations (as defined in the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, Guaranty) and acknowledges and agrees that all of such liens and security interestsinterest, and all collateral Collateral heretofore pledged as security for such obligationsthe Obligations, continues continue to be and remain Collateral for such obligations from in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof. All Obligations owing by each of the undersigned are unconditionally owing by such Person to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic mail method of transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. The validity of this Reaffirmation and Consent, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Loan and Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A.THE MAJESTIC STAR CASINO, INC.LLC, a Delaware corporation an Indiana limited liability company (“ParentMSC”), and each of ParentMSC’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofMSC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), each of the lenders identified on the signature pages hereof that is from time to time a party thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a individually, “Lender” and collectively as the and, collectively, “Lenders”), and XXXXX FARGO FOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as a joint lead the arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns successors, if any, in such capacity, “Agent”); and together with each of the Lenders, BANK OF AMERICA, N.A. (individually and collectively the “BOALender Group”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One to Credit Agreement and Waiver, dated as of November 5October 7, 2009 2003 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), or in Amendment Number Five to Loan and Security Agreement, dated as of April 13, 2006 (the “Amendment”), by and among the Borrowers, Borrowers and the Lenders signatory thereto, and AgentLender Group. The undersigned Guarantors each hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Loan Agreement as set forth in by the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender Group under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Credit Agreement entered into between JMP GROUP LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), dated as of June 30August 3, 2009 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof and (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One Six to Credit Agreement and WaiverAgreement, dated as of November 5August 24, 2009 2011 (the “Amendment”), ) by and among the Borrowers, the Lenders signatory thereto, Borrower and AgentLender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement dated as of June 30, 2009, as amended by that certain Amendment Number One to Credit Agreement and Waiver dated as of November 5, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) ), by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILLCAPITAL FINANCE, LLC (formerly known as Xxxxx Fargo Foothill, LLC), a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number One Two to Credit Agreement and Waiver, dated as of November 5March 4, 2009 2010 (the “Amendment”), by and among the Borrowers, the Lenders signatory thereto, and Agent. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not violate of any material provisions of federal, state, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documents, or any order, judgment, or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (iv) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Amended and Restated Financing Agreement dated as of June 30September 17, 2009 2007 (as amended by that certain Amendment Number One to Amended and Restated Financing Agreement dated as of March 28, 2008 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Financing Agreement”) by and among SKECHERS U.S.A.PRG-XXXXXXX INTERNATIONAL, INC., a Delaware Georgia corporation (the “Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof PRG-XXXXXXX USA, INC., a Georgia corporation (such Subsidiaries, “PRG-Xxxxxxx USA” and together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofParent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “BorrowersBorrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders identified on the signature pages hereof from time to time party thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as collectively, the “Lenders”), XXXXX FARGO FOOTHILL, ABLECO FINANCE LLC, a Delaware limited liability companycompany (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and XXXXX FARGO FOOTHILL, INC., a joint lead arranger and California corporation, as administrative agent for the Lenders (in such capacity, together with its successors any successor administrative agent, the “Administrative Agent” and assigns in such capacitytogether with the Collateral Agent, each an “Agent” and collectively, the “Agents”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain ) or in Amendment Number One Two to Credit Agreement Amended and WaiverRestated Financing Agreement, dated as of November 5March 30, 2009 (the “Amendment”), by and among the BorrowersBorrower, the Lenders signatory theretoLenders, and Agentthe Agents. The undersigned Guarantors each hereby (a) represents and warrants to the Collateral Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Financing Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent the Agents and the Lenders under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned each has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to the same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of New York.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Second Amended and Restated Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of June April 30, 2009 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One to Second Amended and Restated Credit Agreement and WaiverAgreement, dated as of November 5April 25, 2009 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 (the “Amendment”), ) by and among the BorrowersBorrower, the Lenders signatory thereto, Agent and AgentLenders. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations and the Lenders have no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Loan Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC.PHILIP SERVICES CORPORATION, a Delaware corporation (“"Parent”"), each of Parent’s xx Xxrent's Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit AgreementSubsidiaries, together with their respective Parent, each a "Borrower" and collectively, jointly and severally, the "Borrowers"), each of the lenders that is a signatory to this Amendment (together with its successors and permitted assigns, are referred to hereinafter each individually as individually, "Lender" and, collectively, "Lenders"), and FOOTHILL CAPITAL CORPORATION, a “Lender” and collectively California corporation, as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns successors, if any, in such capacity, “"Agent”" and together with the Lenders, collectively, the "Lender Group"), BANK OF AMERICAdated as of March 31, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger2000, as amended by that those certain Amendments Numbers One, Two, Three, Four, Five, and Six to Loan Agreement dated as of March 28, 2001, May 18, 2001, November 19, 2001, January 29, 2002, February 19, 2002, and March 8, 2002 respectively (as amended, restated, supplemented or otherwise modified, the "Loan Agreement") or in Amendment Number One Seven to Credit Agreement and WaiverLoan Agreement, dated as of November 5April 12, 2009 2002 (the “"Amendment”"), by and among the Borrowers, the Lenders signatory thereto, Borrowers and AgentLender Group. The undersigned Guarantors each hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of transactions contemplated by the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender Group under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand it understands that neither any Agent nor any the Lender Group has any no obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of New York.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Amended and Restated Financing Agreement dated as of June 30September 17, 2009 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Financing Agreement”) by and among SKECHERS U.S.A.PRG-SXXXXXX INTERNATIONAL, INC., a Delaware Georgia corporation (the “Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof PRG-SXXXXXX USA, INC., a Georgia corporation (such Subsidiaries, “PRG-Sxxxxxx USA” and together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereofParent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “BorrowersBorrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders identified on the signature pages hereof from time to time party thereto (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as collectively, the “Lenders”), XXXXX FARGO FOOTHILL, ABLECO FINANCE LLC, a Delaware limited liability companycompany (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and WXXXX FARGO FOOTHILL, INC., a joint lead arranger and California corporation, as administrative agent for the Lenders (in such capacity, together with its successors any successor administrative agent, the “Administrative Agent” and assigns in such capacitytogether with the Collateral Agent, each an “Agent” and collectively, the “Agents”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain ) or in Amendment Number One to Credit Agreement Amended and WaiverRestated Financing Agreement, dated as of November 5March 28, 2009 2008 (the “Amendment”), by and among the BorrowersBorrower, the Lenders signatory theretoLenders, and Agentthe Agents. The undersigned Guarantors each hereby (a) represents and warrants to the Collateral Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Financing Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereofAmendment; (c) acknowledges and reaffirms its obligations owing to Agent Agents and the Lenders under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned each has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of New York.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Credit Agreement entered into between JMP GROUP LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), dated as of June 30August 3, 2009 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof and (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by b) that certain Amendment Number One Three to Credit Agreement and WaiverAgreement, dated as of November 5December ___, 2009 2008 (the “Amendment”), ) by and among the Borrowers, the Lenders signatory thereto, Borrower and AgentLender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do and are not and will not violate in contravention of any material provisions of federallaw, staterule, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documentsregulation, or any order, judgment, decree, writ, injunction, or decree award of any court or other Governmental Authority binding on it or its Subsidiariesarbitrator, (iv) do not and will not in conflict with, result in a breach ofcourt, or constitute (with due notice governmental authority, or lapse of time the terms of its charter or both) a default under any Material Contract of such Guarantor except to the extent that any such conflictbylaws, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of contract or undertaking to which it is a party or by which any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders properties may be bound or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Changeaffected; (b) consents to the amendment of the Credit Agreement as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted therein, including, without limitation, and agrees to Loan Document executed on or before the terms of the release granted in Section 6 thereofdate hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Document Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand understands that neither any Agent nor any Lender has any obligations no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent is a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKshall be governed by the laws of the State of California.