Common use of Limitation on Disposition of Property Clause in Contracts

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of Parent, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets equipment held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (to the Borrower or any other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Excluded Subsidiary; provided, provided that the Guarantors’ collective any Guarantor’s ownership interest therein is not diluted; (ii) the sale or issuance of any Capital Stock of any Foreign Subsidiary (provided that any Net Cash Proceeds thereof are (x) held as cash on the balance sheet or applied to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the Borrower and its Restricted Subsidiaries or (y) to the extent not held or applied pursuant to the foregoing clause (x), applied to prepay Term Loans pursuant to Section 2.15(b)); and (iiiii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]the sale of assets in connection with the closure of stores and the Disposition of franchises and stores (and related assets) in the ordinary course of business; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any immaterial Intellectual Property; (h) the lease, sublease, license or sublicense of property as which is described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members Borrower and its Restricted Subsidiaries in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of having a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined not to exceed $50,000,000 in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at aggregate in any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashfiscal year; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.76.8; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by pursuant to Section 6.106.11; (p) Dispositions of property to any Group Memberthe Borrower or a Restricted Subsidiary; provided, provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition Investment must be a permitted Investment in a Non-Restricted Subsidiary that is not a Loan Party Subsidiary in accordance with Section 6.76.8; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services;Agreement; and (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard Intellectual Property Transfers to any boot thereon) for use in a similar businessPerson, to the extent allowable under Section 1031 of the Code; providedthat, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect prior to such Disposition) shall be deemed an Investment in , is a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such DispositionForeign Subsidiary.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or obsolete, worn out property or surplus Property or Property no longer used or useful in the ordinary course of business or consistent with past practiceother than the Ground Lease and Plant; (b) to the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions extent constituting Dispositions, transactions permitted by Section Sections 6.3, 6.4 (other than Section 6.4(b)(ii6.4(e)), 6.6 (other than Section 6.6(f)) or 6.8; (d) (ic) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and Borrower or any Subsidiary Guarantor; (iid) the sale or issuance of any Capital Stock of, or of any Indebtedness or Subsidiary of the Borrower (other securities of, than a Subsidiary Guarantor) to any Unrestricted other Subsidiary; (e) [reserved]any Recovery Event; provided that the requirements of Section 2.15(b), if applicable, are complied with in connection therewith; (f) [Reserved]; (g) the sale or other Disposition of cash or Cash Equivalents or investment grade securitiesinventory and the lease of assets, in each case in the ordinary course of business other than the Ground Lease; (h) [Reserved]; (i) Dispositions of Investments received in connection with the license bankruptcy or sub-license reorganization of Intellectual account debtors and obligors or in settlement of delinquent obligations of, or other disputes with, account debtors and obligors; (j) [Reserved]; (k) [Reserved]; (l) [Reserved]; (m) [Reserved]; (n) [Reserved]; (i) leases, subleases, licenses, sublicenses or charters of Property in the ordinary course of business or consistent with past practice other than the Plant and Ground Lease related thereto and (ii) Dispositions of Intellectual Property that is no longer material to the lapse or abandonment in the ordinary course business of business or consistent with past practice of any registrations or applications for registration of any Intellectual Propertysuch LNG Group Member; (hp) Dispositions by any LNG Group Member to the lease, sublease, license Borrower or sublicense any Subsidiary; provided that the gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (p) shall not exceed $250,000 during the term of property as described in Section 6.3(i)this Agreement; (q) Dispositions of Property other than the Plant and Ground Lease to the extent that (i) such Property is exchanged for credit against the Disposition purchase price of surplus similar replacement Property or other property no longer Property used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from Borrower and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) the proceeds of such Disposition are promptly applied to the extent constituting an Investment, purchase price of such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7replacement Property; (qr) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rs) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (cash and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesEquivalents; (t) Dispositions of Investments received in order to resolve disputes that occur in the ordinary course consideration of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivableDispositions permitted under this Section 6.5; (u) Dispositions by the settlement Borrower or early termination any Subsidiary the gross proceeds of any Permitted Convertible Indebtedness Call Transaction;which do not exceed an aggregate amount of $1,000,000 during the term of this Agreement; and (v) any Group Member may sell other Disposition of Property or dispose of shares of Capital Stock of assets by the Borrower or any of its Subsidiaries in order to qualify members of Subsidiary other than the governing body of the Subsidiary if Plant and to the extent required by applicable law; (w) Dispositions of property to the extent Ground Lease; provided that (i) at the time of such property is exchanged for credit against the purchase price Disposition (other than any such Disposition made pursuant to a binding commitment entered into at a time when no Default or Event of similar replacement propertyDefault exists), no Default or Event of Default shall exist or would result from such Disposition, (ii) the proceeds consideration for such Disposition shall be at least equal to the fair market value of such Property or assets at the time of such Disposition are promptly applied to (or at the purchase price of time such replacement property or binding commitment is entered into) and (iii) at least 75% of such property is exchanged consideration shall be in cash, Cash Equivalents or the assumption of Indebtedness and other liabilities; provided that for like property the purpose of this clause (without regard to iii), (A) any boot thereon) for use notes or other obligations or other securities or assets received by any LNG Group Member in a similar business, such Disposition that are converted into cash within 180 days of the receipt thereof (to the extent allowable under Section 1031 of the Code; provided, cash received) and (B) any Designated Non-Cash Consideration received by the Borrower or any Subsidiary in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the Disposition having an aggregate fair market value (as determined by Parent in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed, at the time of the relevant Disposition) receipt of such consideration, 1.0% of Total Assets as of the assets disposed does not exceed end of the greater fiscal quarter immediately prior to the date of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary receipt for which financial statements have been delivered pursuant to an agreement or other obligation Section 5.1 (with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to such Dispositionsubsequent changes in value), shall be deemed to be cash.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property Property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions the Disposition of cash for payment of any Earn-Out Consideration obligations permitted by Section 6.4 (other than Section 6.4(b)(ii))6.2(h) to the extent related to Permitted Acquisitions and Permitted Foreign Subsidiary Acquisitions; (d) Dispositions permitted by Section 6.4(b); (ie) the Disposition of any or all of the assets of the Borrower to any Wholly Owned Subsidiary Guarantor; (f) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, Borrower or any Indebtedness or other securities of, any Unrestricted SubsidiarySubsidiary Guarantor; (e) [reserved]; (fg) the Disposition of cash the Capital Stock of any Unrestricted Subsidiary or Cash Equivalents or investment grade securitiesits assets; (h) Permitted Securitization Transactions; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicePermitted Unrestricted Subsidiary Acquisitions; (j) the Disposition of other assets (including the issuance or sale of any shares of having a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined not to exceed $10,000,000 in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater aggregate for any of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashBorrower’s fiscal years; (k) the Disposition of assets subject to or in connection with any Recovery Event, provided, that the requirements of Section 2.7(b) are complied with in connection therewith; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6Unrestricted Cash; (m) Dispositions consisting licenses of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur Intellectual Property in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (ccn) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Permitted Foreign Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such DispositionAcquisitions.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete personal property that is no longer used or worn out property useful in the ordinary course of business or consistent with past practicebusiness; (b) the Disposition of Cash or Cash Equivalents and the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii))7.4; (d) Dispositions by the Borrower or a Restricted Subsidiary to the Borrower or another Restricted Subsidiary; (ie) Dispositions of any Investment in an Unrestricted Subsidiary; (f) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than to the Borrower or any Borrower’s Capital Stock) to any Loan Party or Subsidiary Guarantor and the sale or issuance of any Excluded Immaterial Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Immaterial Subsidiary; (eg) [reserved]any Designated Asset Sale, provided that a Fair Value Determination has been made with respect to such Disposition; (fh) Dispositions of Property, not otherwise permitted under this Section 7.5, in any one transaction or series of related transactions having a value not in excess of $10,000,000, and having an aggregate value not in excess of $20,000,000 in any fiscal year and not in excess of $50,000,000 during the Disposition term of cash or Cash Equivalents or investment grade securitiesthis Agreement; (i) Dispositions by the license Borrower or sub-license any Restricted Subsidiary of Intellectual Property its interest in the ordinary course of business or consistent with past practice and (ii) Argentina Subsidiaries and/or the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practiceChilean Subsidiaries; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing DateRecovery Event, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (Athe requirements of Section 2.13(c) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or are complied with in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashconnection therewith; (k) the any Disposition of assets subject any Investment permitted pursuant to or in connection with any Recovery EventSection 7.7(k); (l) Dispositions consisting of Restricted Payments any Disposition constituting any lease otherwise permitted by under Section 6.67.3(j); (m) Dispositions consisting any Disposition of Investments Intellectual Property otherwise permitted by under Section 6.77.3(l); (n) Dispositions consisting any Disposition of Liens permitted by Section 6.3all or any portion of the Property comprising the Condo Component, provided that a Fair Value Determination has been made with respect to such Disposition; (o) Dispositions dedications of assets pursuant rights of way, easements or other development concessions made by Borrower or its Restricted Subsidiaries as may be required in connection with obtaining the necessary approvals to Sale and Leaseback Transactions permitted by Section 6.10develop, improve or remodel the St. Louis City Project, the St. Louis County Project, the Biloxi Project or any other development project; (p) Dispositions any Disposition of property to all or any Group Member; provided, that if portion of the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7Cabela’s Transaction Property; (q) Dispositions any Disposition of Investments in joint ventures all or similar entities to any portion of the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangementsCrystal Park Card Club; (r) Dispositions any Disposition of accounts receivable in connection with the collection one or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes)more aircraft; (s) the partial or total unwinding any Disposition of any Hedge Agreement all or any Cash Management Services;portion of the Undeveloped Reno Land in a transaction in compliance with Section 7.7(l); and (t) in order to resolve disputes that occur in the ordinary course any Disposition of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure all or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.xSTAR and TIF Bonds., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any the Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests of such Permitted Receivables Financing Subsidiary or subordinated interests in the Permitted Receivables Financing Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by ParentHoldings) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by ParentHoldings) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 10.0 million and 2.00.50% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction[reserved]; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent Holdings in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 20.0 million and 4.01.00% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent Holdings or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (ccbb) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by ParentHoldings) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by under Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of Permitted Receivables Financing Assets or Qualified Securitization Assets pursuant to factoring agreements or other similar agreements or arrangements, including in connection with a Permitted Receivables Financing or Qualified Securitization Facility, as applicable, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests in the relevant Permitted Receivables Financing Subsidiary or Qualified Securitization Subsidiary, as applicable, being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense sub-license of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 12.5 million, (Ai) at least 75.0% of the consideration (taken together with all other consideration received from all Dispositions since the Closing Date) therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole whole, and (Bii) such Disposition is made at fair value (as determined by the Borrower in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Dispositionfaith); provided, that (A) any liabilities (as shown on Parent’s the Borrowers’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent the Borrower or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by the Borrower in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 20.0 million and 2.012.5% of Consolidated Total Assets EBITDA for the Relevant Reference Period at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of that constitute Restricted Payments permitted by under Section 6.6; (m) Dispositions consisting of that constitute Investments permitted by under Section 6.7; (n) Dispositions consisting of that constitute Liens permitted by under Section 6.3; (o) Dispositions of assets pursuant to Permitted Sale and Leaseback Transactions permitted by Section 6.10Leasebacks; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice or pursuant to customary factoring arrangements (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereofthereof (with or without recourse), notes or accounts receivable; (u) Dispositions in connection with reorganizations and other activities related to Tax planning and re-organization, so long as after giving effect thereto, the settlement or early termination security interests of the Secured Parties in the Collateral and the guarantees under the Security Documents, taken as a whole, are not materially impaired; provided that immediately prior to and after giving effect to any Permitted Convertible Indebtedness Call Transactionsuch Disposition, no Event of Default shall have occurred and be continuing; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries (other than Capital Stock of the Borrower) in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to excluding any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value for all such Dispositions in any fiscal year (as determined by Parent the Borrower in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 20.0 million and 4.012.5% of Consolidated Total Assets EBITDA for the Relevant Reference Period at the time of any such transaction; provided, that any unused amounts contemplated by this clause (x) may be carried over and utilized in the subsequent fiscal year (it being understood that such carried forward amount shall be utilized first in such subsequent fiscal year); (y) foreclosure or any similar action (not comprising including a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent the Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-time limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition ; (cc) any swap of Capital Stock assets in exchange for other assets in the ordinary course of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary business of comparable or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the greater fair market value (of usefulness to the business of the Borrower and its Restricted Subsidiaries as reasonably a whole, as determined in good faith by Parentthe Borrower; (dd) Dispositions of such non-core or obsolete assets acquired in connection with Permitted Acquisitions or similar Investments permitted hereunder; (ee) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Borrower or any Restricted Subsidiary Guarantor after the Closing Date, including asset securitizations permitted hereunder; and (ff) Dispositions of assets or other property separately disclosed to the Administrative Agent prior to giving effect to such Dispositionthe Closing Date.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables including, without limitation, accounts receivables, rental equipment and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property, or property that is no longer used or useful in such Person's business, in the ordinary course of business; (b) the Disposition of inventory or other assets in the ordinary course of business or consistent with past practice; (b) , or the sale of inventory and other assets held to any joint venture, in which the Borrower owns directly or indirectly at least 50% of the Capital Stock, for sale resale by such joint venture to its customers in the ordinary course of business or consistent with past practiceits business; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)7.4(c); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s 's Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, Borrower or any Indebtedness or other securities of, any Unrestricted SubsidiarySubsidiary Guarantor; (e) [reserved]the Disposition of Property described in a letter, dated October 10, 2003, from the Borrower to the Designated Agents and the Lenders; (f) following the repayment in full of the Term Loans and the Existing Convertible Notes, the Disposition of other assets having a fair market value not to exceed $25,000,000 in the aggregate for any fiscal year of the Borrower; (g) transfers of assets between or among the Borrower and the Subsidiary Guarantors; (h) Dispositions of cash or Cash Equivalents or investment grade securitiesEquivalents; (i) the license sale of a rig built by the Borrower or sub-license any Subsidiary for the purpose of Intellectual Property sale to a customer where the sale proceeds are recorded in the Borrower's financial statements as operating income in accordance with GAAP; (j) any trade or exchange by the Borrower or any Subsidiary of one or more drilling rigs for one or more other drilling rigs owned or held by another Person, provided that (A) the fair market value of the drilling rig or rigs traded or exchanged by the Borrower or such Subsidiary (including any cash or Cash Equivalents to be delivered by the Borrower or such Subsidiary) is reasonably equivalent to the fair market value of the drilling rig or rigs (together with any cash or Cash Equivalents) to be received by the Borrower or such Subsidiary; (k) any sale by the Borrower or any Subsidiary to its customers of drill pipe, tools, and associated drilling equipment utilized in connection with a drilling contract for the employment of a drilling rig in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (Al) any liabilities (as shown on Parent’s Restricted Payment or such Restricted Subsidiary’s most recent balance sheet provided hereunder Investment permitted under, respectively, Section 7.6 or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition 7.8; and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) any Dispositions consisting of Investments permitted constituted by Section 6.7; (n) Dispositions consisting the granting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x7.3., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the ABL Administrative Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets equipment held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)), including in connection with any Permitted Reorganization; (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (to the ABL Administrative Borrower or any other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Excluded Subsidiary; provided, provided that the Guarantors’ collective any Guarantor’s ownership interest therein is not diluted; (ii) the sale or issuance of any Capital Stock of any Foreign Subsidiary other than as permitted pursuant to the preceding clause (i) (provided that any Net Cash Proceeds thereof are (x) held as cash on the balance sheet or applied to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the ABL Administrative Borrower and its Restricted Subsidiaries or (y) to the extent not held or applied pursuant to the foregoing clause (x), applied to prepay Term Loans pursuant to Section 2.15(b) or 2.15(c) of the Term Loan Credit Agreement (as in effect on the Closing Date) or, to the extent required thereby, pursuant to Section 2.14(e) or 2.15(f) hereof; and (iiiii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]the sale of assets in connection with the closure of stores and the Disposition of franchises and stores (and related assets) in the ordinary course of business; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (ig) the non-exclusive license or sub-license of Intellectual Property in the ordinary course of business (and, to the extent in existence on the Closing Date or consistent with past practice granted in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any immaterial Intellectual Property; (h) the lease, sublease, license or sublicense of property as which is described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members ABL Administrative Borrower and its Restricted Subsidiaries in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of having a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect fair market value not to any Disposition pursuant to this clause (j) for a purchase price in excess of exceed $8.0 million, (A) at least 75.0% of the consideration therefor is 50,000,000 in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness aggregate in any fiscal year; provided that to the business extent all or a portion of the Group Members, taken as a whole and (B) such Disposition is made at fair value (composed of Eligible Accounts Receivable, Eligible Inventory, Eligible Gift Card Receivables, Eligible Credit Card Receivables, Borrowing Base Cash or Acquired Asset Borrowing Base Cash in an aggregate amount exceeding $10,000,000, then as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of a condition precedent to such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment ABL Administrative Borrower shall deliver to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of Administrative Agent a Borrowing Base Certificate reflecting such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed recalculating the greater of $50.0 million Borrowing Bases and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without Availability after giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashsuch Disposition); (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.76.8; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by pursuant to Section 6.106.11; (p) Dispositions of property to any Group Memberthe ABL Administrative Borrower or a Restricted Subsidiary; provided, provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition Investment must be a permitted Investment in a Non-Restricted Subsidiary that is not a Loan Party Subsidiary in accordance with Section 6.76.8; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); provided that to the extent all or a portion of such Disposition is composed of Eligible Accounts Receivable, Eligible Gift Card Receivables or Eligible Credit Card Receivables in an aggregate amount exceeding $10,000,000, then as a condition precedent to such Disposition, the ABL Administrative Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate reflecting such Disposition (recalculating the Borrowing Bases and Availability after giving effect to such Disposition); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesAgreement; (t) in order the sale or issuance of the Specified China Subsidiary’s Capital Stock to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;a joint venture partner; and (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction;other Disposition so long as: (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0least 75% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration therefor is in respect the form of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (cash and their respective successors) of margin stock consisting of equity interests of ParentCash Equivalents; and (ccii) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any such Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary is made for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by the ABL Administrative Borrower in good faith faith); provided that each of the following items will be deemed to be cash for purposes of this Section 6.5(u): (i) any liabilities of the ABL Administrative Borrower or the Restricted Subsidiaries (as shown on the most recent financial statements delivered or required to be delivered hereunder or in the notes thereto), other than liabilities that are by Parenttheir terms subordinated in right of payment to the Obligations, that are (A) assumed by the transferee with respect to the applicable Disposition and for which the ABL Administrative Borrower and the Restricted Subsidiaries have been validly released by all applicable creditors in writing or (B) otherwise cancelled; and (ii) any securities received by the ABL Administrative Borrower or any Restricted Subsidiary from such transferee that are converted by the ABL Administrative Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition; provided that to the extent all or a portion of such Subsidiary Guarantor prior Disposition pursuant to this clause (u) is composed of Eligible Accounts Receivable, Eligible Inventory, Eligible Gift Card Receivables, Eligible Credit Card Receivables, Borrowing Base Cash or Acquired Asset Borrowing Base Cash in an aggregate amount exceeding $10,000,000, then as a condition precedent to such Disposition, the ABL Administrative Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate reflecting such Disposition (recalculating the Borrowing Bases and Availability after giving effect to such Disposition).

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii));; US-DOCS\73723759.13 (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration US-DOCS\73723759.13 being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; provided that the sole consideration paid by Parent in connection with such settlement or early termination is common stock of Parent and cash in lieu of fractional shares (other than, in the case of an early termination of such Permitted Convertible Indebtedness Call Transaction, pursuant to customary exceptions to the right of an issuer to settle the relevant close-out amount, cancellation amount or other similar payment obligation in shares); (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law;; US-DOCS\73723759.13 (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.xr.x., WH Luxembourg Holdings S.à X.X.R.X., Herbalife International Luxembourg S.à X.X.R.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or 81 hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Ultimate Parent, issue or sell any shares of such Restricted Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property, or property which is damaged such that it is no longer materially useful, in each case, in the ordinary course of business or consistent with past practicebusiness; (b) Dispositions permitted by Section 7.4(b); (c) the sale or issuance of inventory (i) any Subsidiary's Capital Stock (other than Disqualified Stock) to the Borrower or any Guarantor which is a Wholly Owned Subsidiary of the Borrower, (ii) the Borrower's Capital Stock (other than Disqualified Stock) to the Parent, (iii) the Parent's Capital Stock to the Ultimate Parent or, (iv) the Parent's common stock (or common stock options) to employees, officers, directors and consultants of the Loan Parties (which common stock (and common stock options) shall not exceed 1% of the Capital Stock of the Parent. (d) the Disposition by the Borrower or any of its Subsidiaries of other assets held having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of the Borrower; (e) any Investment permitted pursuant to Section 7.8(g) and the Disposition of any Investment permitted pursuant to Section 7.8(b); (f) any Recovery Event, PROVIDED, that the requirements of Section 2.12(b) are complied with in connection therewith; (g) the discount, write-off or sale of uncollectible receivables in the ordinary course of business or consistent with past practicebusiness; (ch) Dispositions permitted by Section 6.4 the lease or license (other than Section 6.4(b)(ii))or sublease or sublicense) of real or personal property (including Intellectual Property) in the ordinary course of business; (d) (i) the sale or issuance exchange of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or specific items of equipment, so long as the purpose of each such sale or issuance exchange is to acquire (and results within 365 days of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the such sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property exchange in the ordinary course acquisition of) replacement items of business or consistent with past practice and (ii) the lapse or abandonment equipment which are, in the ordinary course of reasonable business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business judgment of the Group Members in Borrower, the ordinary course functional equivalent of business the item of equipment so sold or consistent with past practiceexchanged; (j) the Disposition of other assets (including the issuance or sale of any shares of non-core assets acquired in connection with a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashPermitted Acquisition; (k) the Disposition cancellation of assets subject any Indebtedness constituting an Investment permitted pursuant to or in connection with any Recovery Event;Section 7.8 which the Borrower reasonably believes to be uncollectible; and (l) Dispositions consisting the SS7 Reorganization. For the avoidance of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting doubt, any Disposition of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) any SS7 Assets is prohibited under this Agreement except to the extent Dispositions of assets individual SS7 Assets are permitted pursuant to Sale and Leaseback Transactions permitted by Section 6.10; Sections 7.5(a), (p) Dispositions of property to any Group Member; providedf), that if the transferor of such property is a Loan Party (g), (h), (i) the transferee thereof must be a Loan Party and (j) in separate, unrelated transactions, which Dispositions do not, either individually or must become a Subsidiary Guarantor substantially simultaneously together with all other such Disposition) or (ii) to the extent constituting an InvestmentDispositions made of SS7 Assets, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof result in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a material portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.xSS7 Assets., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property Property in the ordinary course of business or consistent with past practice(ii) Property that is no longer useful in the conduct of the Borrower’s business in the ordinary course of such business, provided that, in the case of clause (ii), an amount equal to the Net Cash Proceeds thereof is applied as and to the extent required by Section 2.12(b); (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 7.4(a) or (other than c) or clauses (i) and (ii) of Section 6.4(b)(ii)7.4(b); (d) (i) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to (x) the Borrower or any Subsidiary Guarantor or (y) any other Subsidiary (provided that neither Subsidiary is a Subsidiary Guarantor) or (ii) Capital Stock (other than any Borrower’s Capital Disqualified Stock) of the Borrower to Holdings, in each case in a transaction expressly permitted by Section 7.8; (e) the Disposition by the Borrower and its Subsidiaries of other assets having a fair market value not to exceed $35,000,000 in the aggregate for any Loan Party or fiscal year of the sale or issuance Borrower provided that at least 75% of the consideration received in respect thereof shall be in the form of cash and Cash Equivalents; (f) (i) the Disposition of any Excluded Subsidiary’s Capital Stock Investment made pursuant to another Restricted SubsidiarySection 7.8(b), (h), or (n) or (ii) the Disposition of any Investment permitted pursuant to Section 7.8(i); provided that in the case of clause (ii), unless such Investment permitted under Section 7.8(i) was acquired in a Disposition under a clause specified in the parenthetical of the definition of “Asset Sale”, an amount equal to the Net Cash Proceeds of such Disposition is applied as and to the extent required by Section 2.12(b); (g) Dispositions resulting from a Recovery Event, provided, that the Guarantors’ collective ownership interest therein is not diluted; requirements of Section 2.12(b) are complied with in connection therewith; (h) (i) the discount, write-off or sale of overdue accounts receivables and (ii) the sale factoring at maturity or issuance collection of any Capital Stock ofaccount receivables, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) in each case in the Disposition ordinary course of cash or Cash Equivalents or investment grade securitiesbusiness; (i) the lease or license (or sub-license sublease or sublicense) of real or personal property (including Intellectual Property Property) in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition sale or exchange of other assets (including the issuance or sale specific items of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing DateProperty, so long as the purpose of each such sale or exchange is to acquire (iand results within 365 days of such sale or exchange in the acquisition of) with respect to replacement items of Property which are, in the reasonable business judgment of the Borrower, the functional equivalent of the items of Property so sold or exchanged; (k) the cancellation of any Disposition Indebtedness constituting an Investment permitted pursuant to this clause Section 7.8 (jother than any Indebtedness of any Foreign Subsidiary to the Borrower or any Subsidiary Guarantor (other than any such Indebtedness cancelled in connection with the sale of such Foreign Subsidiary to a Person other than the Borrower and its Subsidiaries) (any such cancelled Indebtedness of a Foreign Subsidiary, “Cancelled Foreign Debt”)) which the Borrower reasonably believes to be uncollectible; (l) the sale, contribution, transfer or other Disposition of Receivables Assets to a Special Purpose Subsidiary for a purchase price in excess the fair market value of $8.0 millionthose assets, (A) at least 75.0% less amounts required to be established as reserves and customary discounts pursuant to contractual agreements with entities that are not Affiliates of the consideration therefor is in the form Borrower, entered into as part of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Membersa Receivable Financing Transaction, taken so long as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have under Section 8(a) or 8(f) has occurred and be is continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting the Disposition of Investments permitted Receivables Assets by Section 6.7a Special Purpose Subsidiary in a Receivable Financing Transaction; (n) Dispositions consisting issuances of Liens permitted Stock by Section 6.3a Special Purpose Subsidiary to the Borrower or a Subsidiary in connection with a Receivable Financing Transaction; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10;7.11, provided that (i) at least 75% of the consideration received in respect thereof shall be in the form of cash and Cash Equivalents and (ii) an amount equal to the Net Cash Proceeds thereof is applied as and to the extent required by Section 2.12(b); and (p) Dispositions issuances by the Borrower or Holdings of property to any Group Memberits Disqualified Stock permitted by Section 7.2(p); provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7;and (q) Dispositions of Investments the Electrolytic Assets; provided that (i) at least 75% of the consideration received in joint ventures or similar entities respect thereof shall be in the form of cash and Cash Equivalents, (ii) an amount equal to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise Net Cash Proceeds thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if is applied as and to the extent required by applicable law; (wSection 2.12(b) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or and (iii) such property Holdings is exchanged for like property (without regard to any boot thereon) for use in compliance, on a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term pro forma basis after giving effect to such Disposition) shall be deemed an Investment Disposition and the use of proceeds thereof, with the covenants contained in a Non-Loan Party Subsidiary Section 7.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of Holdings for purposes which the relevant information is available as if such incurrence had occurred on the first day of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of each relevant period for testing such Subsidiary Guarantor prior to giving effect to such Dispositioncompliance.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii));; |US-DOCS\138541167.4141447058.7|| (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash;; |US-DOCS\138541167.4141447058.7|| (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral;; |US-DOCS\138541167.4141447058.7|| (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any Property of its Property either of the Borrowers or any of their respective Restricted Subsidiaries (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii))7.4(b) or 7.11; (d) (i) the sale or issuance of (i) any Restricted Subsidiary’s 's Capital Stock or any Capital Stock of Regal (other than Disqualified Stock) to Regal or any Wholly Owned Subsidiary Guarantor or (ii) any Capital Stock (other than any Borrower’s Capital Disqualified Stock) of Regal to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted SubsidiaryHoldings; (e) [reserved]the Disposition by either of the Borrowers or any of their respective Restricted Subsidiaries of other assets having a fair market value not to exceed $50,000,000 in the aggregate for any fiscal year of the Borrowers; (f) any Recovery Event, provided, that the Disposition requirements of cash Section 2.12(b) are complied with in connection therewith; and (g) an exchange or Cash Equivalents "swap" of fixed, tangible assets of Regal or investment grade securities; any of its Restricted Subsidiaries for the assets of a Person other than the Borrowers or their respective Restricted Subsidiaries; provided that (i) the license assets received by Regal or sub-license such Restricted Subsidiary will be used or useful in a similar Line of Intellectual Property in the ordinary course of business or consistent with past practice Business and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s Regal or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or Subsidiary receives reasonable equivalent value for such Restricted Subsidiaryassets, other than liabilities that are by their terms subordinated in right of payment such equivalent value to be demonstrated to the payment in cash reasonable satisfaction of the Obligations Administrative Agent (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition andor, in the case of liabilities that constitute Indebtednessan exchange or "swap" with a non-Affiliate of any Loan Party, for which Parent and all as determined by the board of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing directors of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) thatLoan Party); provided, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) further, that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item all such assets exchanged or "swapped" in any fiscal year of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed Regal does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x25,000,000., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (to the Borrower or any other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, provided that the Guarantors’ collective any Guarantor’s ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for such Dispositions is in the form of cash or retained equity or subordinated interests in the Permitted Receivables Financing Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members Borrower and its Restricted Subsidiaries in the ordinary course of business or consistent with past practicebusiness; (j) so long as no Event of Default has occurred and is continuing at the time of closing thereof or at the time the related purchase agreement is entered into, the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, Date so long as (i) with respect to any Disposition pursuant to this clause (ji) for a purchase price in excess of $8.0 million2,400,000, (A) at least 75.075% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group MembersBorrower and its Restricted Subsidiaries, taken as a whole and whole, (Bii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $4,800,000, such Disposition sale, transfer or disposition is made at fair value (as determined by the Borrower in good faith by Parentfaith) and (iiiii) no Default or Event 100% of Default shall have occurred and be continuing at the time of such DispositionNet Cash Proceeds are applied in accordance to Section 2.14; provided, provided that (A) any liabilities (as shown on Parentthe Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, and for which Parent the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by the Borrower in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cashis at that time outstanding, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding6,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashcash and (iv) that the aggregate gross proceeds of all Dispositions in reliance upon this clause (j) shall not exceed, in any fiscal year of the Borrower, the greater of $60,000,000 and 12% of Total Assets (determined as of the end of the immediately preceding fiscal year); provided that for any given fiscal year this limitation may be increased by the unused amount for the previous fiscal year and, in the event of any such carryover, Dispositions in such fiscal year will be deducted first from the carried over amount; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Memberthe Borrower or a Restricted Subsidiary; provided, provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Restricted Subsidiary that is not a Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesAgreement; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members Borrower and its Restricted Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement Borrower or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member Restricted Subsidiary may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (wv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Codeproperty; provided, in each case, provided that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (ccw) the sale or disposition, within 360 days after the date of a Permitted Acquisition, of (i) any surrender portion of a business or waiver operations acquired in a Permitted Acquisition, that is, in the judgment of contractual rights the Borrower, no longer economically practicable to maintain or useful in the settlementconduct of the business of Holdings, release, surrender the Borrower or waiver of contractual, tort, litigation any Restricted Subsidiary taken as a whole or (ii) solely to the extent required by any Governmental Authority pursuant to applicable anti-trust law or other claims similar Requirement of Law in connection with any kind. Any Disposition Permitted Acquisition, any other portion of Capital Stock a business or operations of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 Holdings, the Borrower and the Restricted Subsidiaries, in each case, provided that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (dx) of the definition of consideration received for such term after giving effect to such Disposition) assets shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount at least equal to the fair market value thereof (as reasonably determined in good faith by Parentthe Borrower), (y) no Event of Default has occurred and is continuing or would result from such Subsidiary Guarantor prior to giving effect disposition and (z) at least 75% of the purchase price for all property subject to such DispositionAsset Sale shall be paid to Holdings, the Borrower or any Restricted Subsidiary solely in cash and Cash Equivalents.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any the Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests of such Permitted Receivables Financing Subsidiary or subordinated interests in the Permitted Receivables Financing Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) so long as no Event of Default has occurred and is continuing at the time of closing thereof, the Disposition (including, for the avoidance of doubt, the Permitted English Business Sale) of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, Date so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 4.8 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and whole, (Bii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $9.6 million, such Disposition is made at fair value (as determined by Mid-Holdings in good faith by Parentfaith) and (iiiii) no Default or Event 100% of Default shall have occurred and be continuing at the time of such DispositionNet Cash Proceeds are applied in accordance to Section 2.14; provided, that (A) any liabilities (as shown on Parent’s Mid-Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent Mid-Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent Mid-Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent Mid-Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by Mid-Holdings in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding6.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesAgreement; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law;; and (wv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Codeproperty; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Dispositiontransaction) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith by Parentfaith) of such Subsidiary Guarantor prior to giving effect to such Dispositiontransaction.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of obsolete obsolete, damaged, worn out, aged, used or worn out property surplus property, whether now owned or hereafter acquired in the ordinary course of business, and Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower or consistent with past practiceany of its Restricted Subsidiaries, in each case determined by the Parent Borrower in good faith; (b) the sale of inventory and other assets (other than accounts receivable) held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of Receivables Assets pursuant to factoring agreements or other similar agreements or arrangements including in connection with a Receivables Facility or a Factoring Facility, in each case so long as the consideration for any such Disposition is in the form of cash or subordinated interests in the Receivables Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (g) (i) the non-exclusive license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 5 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parentthe Parent Borrower) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parentthe Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any B)any securities received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parentthe Parent Borrower) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of (A) $50.0 15 million and 2.0(B) 15% of Trailing Four Quarter Consolidated Total Assets at any time outstandingEBITDA, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party and such Disposition is not for fair value (as reasonably determined by the Parent Borrower) (i) the transferee thereof must be the Parent Borrower, any other Borrower or a Loan Party Subsidiary Guarantor (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary or in a Canadian Loan Party in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement Swap Contract or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement any Dispositions constituting any part of a Permitted Reorganization or early termination of any Permitted Convertible Indebtedness Call IPO Reorganization Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by the Parent Borrower in good faith at the time of the relevant Disposition) of the assets disposed in any single transaction does not exceed the greater of (x) $100.0 10 million and 4.0(y) 10% of Trailing Four Quarter Consolidated Total Assets at the time of any such transactionEBITDA; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; ; and (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind; (bb) Dispositions (i) of non-core assets acquired in connection with Permitted Acquisitions or other permitted Investments or (ii) made to obtain the approval of an anti-trust authority; (cc) Dispositions of assets not constituting Collateral in an aggregate amount not to exceed the greater of (x) $25 million and (y) 25% of Trailing Four Quarter Consolidated EBITDA per annum; (dd) Dispositions of Non-ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) not otherwise permitted by this Section 6.5 to the extent the net proceeds thereof are applied to the First Lien Obligations (or reinvested pursuant to the definitive documentation governing any such First Lien Obligations); (ee) Dispositions described on Schedule 6.5; and (ff) cancellation of Indebtedness owing to the Parent Borrower or any Restricted Subsidiary from members of management of the Parent Borrower, any of the Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase or redemption of Capital Stock of any of the Parent Borrower’s direct or indirect parent companies. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (da) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parentthe Parent Borrower) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its owned Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) (i) the Disposition of surplus, obsolete or worn out property in the ordinary course of business, (ii) the sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales, leases or consistent with past practiceother dispositions of inventory determined by the management of the Borrower to be no longer useful or necessary in the operation of its business; (b) the sale of inventory and or other assets held for sale property in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business and (iii) the contemporaneous exchange, in the ordinary course of business, of Property for Property of a like kind, to the extent that the Property received in such exchange is of a value equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or consistent with past practiceany Subsidiary Guarantor subject to Liens in favor of the Administrative Agent under the Security Documents is not materially reduced); (c) (i) Liens permitted by Section 7.3, (ii) Dispositions permitted by Section 6.4 7.4 (other than Section 6.4(b)(ii7.4(e)), (iii) Restricted Payments permitted by Section 7.6, (iv) Investments permitted by Section 7.8, (v) payments permitted by Section 7.9 and (vi) sale and leaseback transactions permitted by Section 7.11; (d) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of an Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary is otherwise permitted by Section 7.8, (ii) the Capital Stock of any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted Subsidiary, in each case, including, without limitation, in connection with any Tax restructuring activities not otherwise prohibited hereunder; (e) the Disposition of other assets having a fair market value not to exceed the greater of (x) $100,000,000 and (y) 10% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries in the aggregate subsequent to the Closing Date (provided that any such Disposition in excess of $5,000,000 must be for at least 75% cash which is received at the time of closing thereof), provided that the Net Cash Proceeds of any such Disposition are applied to the prepayment of the Loans to the extent required by Section 2.5(b); (f) (i) any Recovery Event; provided that the requirements of Section 2.5(b) are complied with in connection therewith and (ii) any event that would constitute a Recovery Event but for the Dollar threshold set forth in the definition thereof; (g) the sale by Excluded Subsidiaries (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business; (h) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Restricted Subsidiaries; (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provideddiscount, that the Guarantors’ collective ownership interest therein is not diluted; in each case without recourse and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment business, of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof consistent with past customary industry practice (and not as part of any registrations bulk sale or applications for registration financing of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(ireceivables); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition transfers of other assets (including the issuance or sale of any shares of condemned Property as a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% result of the consideration therefor is in the form exercise of cash “eminent domain” or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness similar policies to the business respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time respective insurer of such Disposition; provided, Property as part of an insurance settlement (it being understood that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are related Recovery Event is governed by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled theretoSection 7.5(f), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash); (k) the Disposition of assets subject to any Immaterial Subsidiary or in connection with any Recovery EventUnrestricted Subsidiary; (l) Dispositions consisting the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Restricted Payments permitted by Section 6.6Subsidiary; (m) Dispositions consisting the sale of Investments permitted by Section 6.7cash or Cash Equivalents in the ordinary course of business; (n) Dispositions consisting licenses or sublicenses in the ordinary course of Liens permitted by Section 6.3business of intellectual property; (o) Dispositions the Disposition by any Excluded Subsidiary of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10any of its Property in an arms’-length transaction for the fair market value thereof; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that any Net Cash Proceeds of any such Disposition are applied to the prepayment of the Loans to the extent required by Section 2.5(b); (q) the Disposition by the Borrower or any Subsidiary Guarantor of any of its Property to any Excluded Subsidiary or Joint Venture; provided that, (i) after giving effect to such transfer, the Permitted Non-Guarantor Amount does not exceed the Maximum Investment Amount and (ii) to the extent the consideration paid by such Excluded Subsidiary or Joint Venture is less than the fair market value thereof, the Borrower shall be in compliance with the provisions of Section 7.8(l); (r) Dispositions the Disposition by any Loan Party of accounts receivable any equity interest of any Excluded Subsidiary held by such Loan Party in connection with an arms’-length transaction for the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes)fair market value thereof; (si) the partial or total unwinding Approved Factoring Arrangements and (ii) sales by the Borrower and its Subsidiaries of receivables pursuant to receivables sales programs arranged by the account debtors in respect of such receivables; provided that (x) the aggregate amount of receivables sold pursuant to this clause (ii) in any Hedge Agreement or fiscal quarter of the Borrower shall not to exceed 15% of the aggregate amount of receivables of the Loan Parties generated during the immediately preceding four fiscal quarters and (y) the annual percentage discount on the face amount of receivables sold in any Cash Management Services;such sale pursuant to this clause (ii) shall not exceed a percentage equal to the greater of the Eurodollar Base Rate and 1.75% for a three month Interest Period commencing on the date of such sale plus the Applicable Margin then applicable to Eurodollar Rate Loans under the Revolving Credit Facility; and (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to Property between or among the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause clauses (da) of the definition of such term after giving effect to such Dispositionthrough (s) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Dispositionabove.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of obsolete obsolete, damaged, worn out, aged, used or worn out property surplus property, whether now owned or hereafter acquired in the ordinary course of business, and Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower or consistent with past practiceany of its Restricted Subsidiaries, in each case determined by the Parent Borrower in good faith; (b) the sale of inventory and other assets (other than accounts receivable) held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of Receivables Assets pursuant to factoring agreements or other similar agreements or arrangements including in connection with a Receivables Facility or a Factoring Facility, in each case so long as the consideration for any such Disposition is in the form of cash or subordinated interests in the Receivables Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (g) (i) the non-exclusive license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 5 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parentthe Parent Borrower) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parentthe Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any B)any securities received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parentthe Parent Borrower) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of (A) $50.0 515 million and 2.0(B) 1015 % of Trailing Four Quarter Consolidated Total Assets at any time outstandingEBITDA, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party and such Disposition is not for fair value (as reasonably determined by the Parent Borrower) (i) the transferee thereof must be the Parent Borrower, any other Borrower or a Loan Party Subsidiary Guarantor (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary or in a Canadian Loan Party in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement Swap Contract or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement any Dispositions constituting any part of a Permitted Reorganization or early termination of any Permitted Convertible Indebtedness Call IPO Reorganization Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by the Parent Borrower in good faith at the time of the relevant Disposition) of the assets disposed in any single transaction does not exceed the greater of (x) $100.0 510 million and 4.0(y) 10% of Trailing Four Quarter Consolidated Total Assets at the time of any such transactionEBITDA; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; ; and (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind; (bb) Dispositions (i) of non-core assets acquired in connection with Permitted Acquisitions or other permitted Investments or (ii) made to obtain the approval of an anti-trust authority; (cc) Dispositions of assets not constituting Collateral in an aggregate amount not to exceed the greater of (x) $525 million and (y) 525% of Trailing Four Quarter Consolidated EBITDA per annum; (dd) Dispositions of Non-ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) not otherwise permitted by this Section 6.5 to the extent the net proceeds thereof are applied to the First Lien Obligations (or reinvested pursuant to the definitive documentation governing any such First Lien Obligations); (ee) Dispositions described on Schedule 6.5; and (ff) cancellation of Indebtedness owing to the Parent Borrower or any Restricted Subsidiary from members of management of the Parent Borrower, any of the Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase or redemption of Capital Stock of any of the Parent Borrower’s direct or indirect parent companies. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (da) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parentthe Parent Borrower) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any the Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests of such Permitted Receivables Financing Subsidiary or subordinated interests in the Permitted Receivables Financing Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) so long as no Event of Default has occurred and is continuing at the time of closing thereof, the Disposition (including, for the avoidance of doubt, the Permitted English Business Sale) of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, Date so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 4.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and whole, (Bii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, such Disposition is made at fair value (as determined by Mid-Holdings in good faith by Parentfaith) and (iiiii) no Default or Event 100% of Default shall have occurred and be continuing at the time of such DispositionNet Cash Proceeds are applied in accordance to Section 2.14; provided, that (A) any liabilities (as shown on Parent’s Mid-Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent Mid-Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent Mid-Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent Mid-Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by Mid-Holdings in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding5.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesAgreement; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law;; and (wv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Codeproperty; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Dispositiontransaction) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith by Parentfaith) of such Subsidiary Guarantor prior to giving effect to such Dispositiontransaction.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property Property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions the Disposition of cash for payment of any Earn-Out Consideration obligations permitted by Section 6.4 (other than Section 6.4(b)(ii))7.2(h) to the extent related to Permitted Acquisitions and Permitted Foreign Subsidiary Acquisitions; (d) Dispositions permitted by Section 7.4(b); (ie) the Disposition of any or all of the assets of the Borrower to any Wholly Owned Subsidiary Guarantor; (f) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, Borrower or any Indebtedness or other securities of, any Unrestricted SubsidiarySubsidiary Guarantor; (e) [reserved]; (fg) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice Capital Stock of any registrations Unrestricted Subsidiary or applications for registration of any Intellectual Propertyits assets; (h) the leaseDisposition of the rights, subleasepriorities and privileges relating to Patents and Patent Licenses, license or sublicense and all registrations and applications related to any of property the foregoing, in each case that are owned by Sharper Image Holdings LLC as described in Section 6.3(i)of the Closing Date; (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice[Reserved]; (j) the Disposition of other assets (including the issuance or sale of any shares of having a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect fair market value not to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0exceed 1.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at in the aggregate for any time outstanding, with of the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashBorrower’s fiscal years; (k) the Disposition of assets subject to or in connection with any Recovery Event, provided, that the requirements of Section 2.8(b) are complied with in connection therewith; (l) Dispositions consisting of Restricted Payments Investments permitted by Section 6.6;7.8; and (m) Dispositions consisting licenses of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur Intellectual Property in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or obsolete, worn out property or surplus Property or Property no longer used or useful in the ordinary course of business or consistent with past practicebusiness; (b) to the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions extent constituting Dispositions, transactions permitted by Section Sections 6.3, 6.4 (other than Section 6.4(b)(ii6.4(e)), 6.6 (other than Section 6.6(f)) or 6.8; (d) (ic) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and Borrower or any Subsidiary Guarantor; (iid) the sale or issuance of any Capital Stock ofof any Subsidiary of the Borrower (other than a Subsidiary Guarantor or, or prior to the Existing Notes Release, JRTI) to any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) any Recovery Event, provided that the requirements of Section 2.15(b), if applicable, are complied with in connection therewith; (f) [reserved]; (fg) the sale or other Disposition of cash or Cash Equivalents or investment grade securitiesinventory and the lease of assets, in each case in the ordinary course of business; (h) [reserved]; (i) [reserved]; (j) [reserved]; (k) [reserved]; (l) [reserved]; (m) the license issuance of any Management Equity; (n) Dispositions identified on Schedule 6.5(n); (o) (i) leases, subleases, licenses, sublicenses or sub-license charters of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) Dispositions of Intellectual Property that is no longer material to the lapse or abandonment in the ordinary course business of business or consistent with past practice of any registrations or applications for registration of any Intellectual Propertysuch Jefferson Group Member; (hp) Dispositions by any Jefferson Group Member to any other Jefferson Group Member; provided that the lease, sublease, license or sublicense gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (p) shall not exceed $1,000,000 during the term of property as described in Section 6.3(i)this Agreement; (q) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the Disposition purchase price of surplus similar replacement Property or other property no longer Property used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from Borrower and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) the proceeds of such Disposition are promptly applied to the extent constituting an Investment, purchase price of such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7replacement Property; (qr) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (rs) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (cash and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesEquivalents; (t) Dispositions of Investments received in order to resolve disputes that occur in the ordinary course consideration of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivableDispositions permitted under this Section 6.5; (u) Dispositions by any Jefferson Group Member (other than JRTI prior to the settlement or early termination Existing Notes Release) the gross proceeds of any Permitted Convertible Indebtedness Call Transaction;which do not exceed an aggregate amount of $2,500,000 during the term of this Agreement; and (v) any other Disposition of Property or assets by any Jefferson Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and (other than JRTI prior to the extent required by applicable law; (w) Dispositions of property to the extent Existing Notes Release); provided that (i) at the time of such property is exchanged for credit against the purchase price Disposition (other than any such Disposition made pursuant to a binding commitment entered into at a time when no Default or Event of similar replacement propertyDefault exists), no Default or Event of Default shall exist or would result from such Disposition, (ii) the proceeds consideration for such Disposition shall be at least equal to the fair market value of such Property or assets at the time of such Disposition are promptly applied to (or at the purchase price of time such replacement property or binding commitment is entered into) and (iii) at least 75% of such property is exchanged consideration shall be in cash, Cash Equivalents or the assumption of Indebtedness and other liabilities; provided that for like property the purpose of this clause (without regard to iii), (A) any boot thereon) for use notes or other obligations or other securities or assets received by any Jefferson Group Member in a similar business, such Disposition that are converted into cash within 180 days of the receipt thereof (to the extent allowable under Section 1031 of the Code; provided, cash received) and (B) any Designated Non-Cash Consideration received by any Jefferson Group Member in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the Disposition having an aggregate fair market value (as determined by Parent in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed, at the time of the relevant Disposition) receipt of such consideration, 1.0% of Total Assets as of the assets disposed does not exceed end of the greater fiscal quarter immediately prior to the date of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary receipt for which financial statements have been delivered pursuant to an agreement or other obligation Section 5.1 (with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to such Dispositionsubsequent changes in value), shall be deemed to be cash.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete obsolete, damaged, expired, uneconomic or worn out property and other assets in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by under Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party (other than Holdings) or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense sub-license of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) so long as after giving effect to such Disposition, Excess Availability shall be no less than $1.00, the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 5.0 million, (Ai) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and whole, (Bii) such Disposition is made at fair value (as determined by the Borrower in good faith by Parentfaith) and (iiiii) no Default or Event of Default shall have occurred and be continuing at the earlier of (x) the time of entering into the definitive binding agreement to consummate such Disposition and (y) the time of such Disposition; provided, that (A) any liabilities (as shown on Parentthe Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by the Borrower in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed exceed, at any time, the greater of $50.0 25 million and 2.07.5% of Consolidated Total Assets at any time outstandingEBITDA for the Relevant Reference Period, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by under Section 6.6; (m) Dispositions consisting of Investments permitted by under Section 6.7; (n) Dispositions consisting of Liens permitted by under Section 6.3; (o) Dispositions of assets pursuant to Permitted Sale and Leaseback Transactions permitted by Section 6.10Leasebacks; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or other than Holdings)(or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereofthereof (with or without recourse), notes or accounts receivable; (u) Dispositions in connection with reorganizations and other activities related to Tax planning and re-organization, so long as after giving effect thereto, the settlement or early termination security interests of the Secured Parties in the Collateral and the guarantees under the Security Documents, taken as a whole, are not materially impaired; provided that immediately prior to and after giving effect to any Permitted Convertible Indebtedness Call Transactionsuch Disposition, no Event of Default shall have occurred and be continuing; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries (other than Capital Stock of the Borrower) in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to excluding any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions so long as, after giving effect to such Disposition, Excess Availability shall be no less than $1.00, dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent the Borrower in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 50 million and 4.015% of Consolidated Total Assets EBITDA for the Relevant Reference Period at the time of any such transaction; (y) foreclosure or any similar action (not comprising including a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent the Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind; (cc) any swap of assets in exchange for other assets in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower; (dd) Dispositions of non-core or obsolete assets acquired in connection with Permitted Acquisitions or similar Investments permitted hereunder; and (ee) Dispositions of any assets which are disclosed or referenced in the Projections. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) or (f) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by the Borrower in good faith by Parentfaith) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets equipment held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)), including in connection with any Permitted Reorganization; (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (to the Borrower or any other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Excluded Subsidiary; provided, provided that the Guarantors’ collective any Guarantor’s ownership interest therein is not diluted; • the sale or issuance of any Capital Stock of any Foreign Subsidiary other than as permitted pursuant to the preceding clause (i) (provided that any Net Cash Proceeds thereof are (x) held as cash on the balance sheet or applied to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the Borrower and its Restricted Subsidiaries or (iiy) to the extent not held or applied pursuant to the foregoing clause (x), applied to prepay Term Loans pursuant to Section 2.15(b) or 2.15(c)); and • the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]the sale of assets in connection with the closure of stores and the Disposition of franchises and stores (and related assets) in the ordinary course of business; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (g) (i) the non-exclusive license or sub-license of Intellectual Property in the ordinary course of business (and, to the extent in existence on the Amendment Effective Date or consistent with past practice granted in the ordinary course of business, exclusive licenses and (iisub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) and • the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any immaterial Intellectual Property; (h) the lease, sublease, license or sublicense sub-license of property as which is described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members Borrower and its Restricted Subsidiaries in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of having a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined not to exceed $50,000,000 in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at aggregate in any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashfiscal year; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.76.8; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by pursuant to Section 6.106.11; (p) Dispositions of property to any Group Memberthe Borrower or a Restricted Subsidiary; provided, provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition Investment must be a permitted Investment in a Non-Restricted Subsidiary that is not a Loan Party Subsidiary in accordance with Section 6.76.8; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesAgreement; (t) in order the sale or issuance of the Specified China Subsidiary’s Capital Stock to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;a joint venture partner; and (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction;other Disposition so long as: (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0least 75% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration therefor is in respect the form of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (cash and their respective successors) of margin stock consisting of equity interests of ParentCash Equivalents; and (ccii) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any such Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary is made for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by the Borrower in good faith faith); provided that each of the following items will be deemed to be cash for purposes of this Section 6.5(u): (i) any liabilities of the Borrower or the Restricted Subsidiaries (as shown on the most recent financial statements delivered or required to be delivered hereunder or in the notes thereto), other than liabilities that are by Parenttheir terms subordinated in right of payment to the Obligations, that are (A) assumed by the transferee with respect to the applicable Disposition and for which the Borrower and the Restricted Subsidiaries have been validly released by all applicable creditors in writing or (B) otherwise cancelled; and (ii) any securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of such Subsidiary Guarantor prior to giving effect to such the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests of such Permitted Receivables Financing Subsidiary or subordinated interests in the Permitted Receivables Financing Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by ParentHoldings) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by ParentHoldings) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 10.0 million and 2.00.50% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction[reserved]; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent Holdings in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 20.0 million and 4.01.00% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent Holdings or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (ccbb) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by ParentHoldings) of such Subsidiary Guarantor prior to giving effect to such Disposition.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice; (c) Dispositions permitted by under Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of Permitted Receivables Financing Assets or Qualified Securitization Assets pursuant to factoring agreements or other similar agreements or arrangements, including in connection with a Permitted Receivables Financing or Qualified Securitization Facility, as applicable, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests in the relevant Permitted Receivables Financing Subsidiary or Qualified Securitization Subsidiary, as applicable, being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense sub-license of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 12.5 million, (Ai) at least 75.0% of the consideration (taken together with all other consideration received from all Dispositions since the Closing Date) therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole whole, and (Bii) such Disposition is made at fair value (as determined by the Lead Borrower in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Dispositionfaith); provided, that (A) any liabilities (as shown on Parentthe Lead Borrower’s or such Restricted Table of Contents Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent the Lead Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent the Lead Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent the Lead Borrower or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by the Lead Borrower in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 20.0 million and 2.012.5% of Consolidated Total Assets EBITDA for the Relevant Reference Period at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of that constitute Restricted Payments permitted by under Section 6.6; (m) Dispositions consisting of that constitute Investments permitted by under Section 6.7; (n) Dispositions consisting of that constitute Liens permitted by under Section 6.3; (o) Dispositions of assets pursuant to Permitted Sale and Leaseback Transactions permitted by Section 6.10Leasebacks; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, . or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice or pursuant to customary factoring arrangements (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereofthereof (with or without recourse), notes or accounts receivable; (u) Dispositions in connection with reorganizations and other activities related to Tax planning and re-organization, so long as after giving effect thereto, the settlement or early termination security interests of the Secured Parties in the Collateral and the guarantees under the Security Documents, taken as a whole, are not materially impaired; provided that immediately prior to and after giving effect to any Permitted Convertible Indebtedness Call Transaction;such Disposition, no Event of Default shall have occurred and be continuing; Table of Contents (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries (other than Capital Stock of any Borrower) in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral or (iii) such property is exchanged for like property (without regard to excluding any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value for all such Dispositions in any fiscal year (as determined by Parent the Lead Borrower in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 20.0 million and 4.012.5% of Consolidated Total Assets EBITDA for the Relevant Reference Period at the time of any such transaction; provided, that any unused amounts contemplated by this clause (x) may be carried over and utilized in the subsequent fiscal year (it being understood that such carried forward amount shall be utilized first in such subsequent fiscal year); (y) foreclosure or any similar action (not comprising including a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent the Lead Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-time limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition ; (cc) any swap of Capital Stock assets in exchange for other assets in the ordinary course of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary business of comparable or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the greater fair market value (of usefulness to the business of the Lead Borrower and its Restricted Subsidiaries as reasonably a whole, as determined in good faith by Parentthe Lead Borrower; (dd) Dispositions of such non-core or obsolete assets acquired in connection with Permitted Acquisitions or similar Investments permitted hereunder; (ee) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Lead Borrower or any Restricted Subsidiary Guarantor after the Closing Date, including asset securitizations permitted hereunder; and (ff) Dispositions of assets or other property separately disclosed to the Administrative Agent prior to giving effect to such Dispositionthe Closing Date.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or obsolete, worn out or surplus property in the ordinary course of business or consistent with past practicebusiness; (b) the sale or lease of inventory and other assets held for sale or equipment in the ordinary course of business or consistent with past practice; business; (c) Dispositions permitted by Section 6.4 11.4(a) or (other than Section 6.4(b)(ii)b); (dc) [Reserved]. (i) the sale or issuance to the Borrower or any Subsidiary Guarantor of the Capital Stock of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party Subsidiary of Holdings; or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance to Holdings of any the Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiaryof the Borrower; (e) [reserved]; (f) the Disposition of cash or Cash Equivalents or investment grade securities; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice; (j) the Disposition of other assets (including the issuance or sale of any shares of having a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect fair market value not to any Disposition pursuant to this clause (j) for a purchase price in excess of exceed $8.0 million, (A) at least 75.0% of the consideration therefor is 2,000,000 in the form aggregate for any fiscal year of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group MembersHoldings; (f) any Recovery Event, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or the requirements of Section 7.5 are complied with in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cashconnection therewith; (kg) the Disposition sale or discount, in each case without recourse, of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur Accounts arising in the ordinary course of business, but only in connection with the Group Members may discount compromise or otherwise compromise for less than the face value collection thereof, notes or accounts receivable; (uh) the settlement sale or early termination exchange of any Permitted Convertible Indebtedness Call Transactionspecific items of equipment for replacement items of equipment in the ordinary course of business which are the functional equivalent of the item of equipment so exchanged; (vi) any Group Member may sell [Reserved]; (j) Restricted Payments permitted under Section 11.6; (k) Leases and licenses of real or dispose personal property (including Intellectual Property) in the ordinary course of shares business; (l) Dispositions of (i) Cash Equivalents and (ii) Investments (other than the Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable lawSubsidiaries); (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (iim) the proceeds exchange of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute CollateralExchangeable Shares; (xn) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent[Reserved]; and (cco) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) consummation of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such DispositionRestructuring Transactions.

Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practicebusiness; (b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practicebusiness; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any the Initial Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary; (e) [reserved]Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for any such Disposition is in the form of cash or retained Capital Stock or subordinated interests of such Permitted Receivables Financing Subsidiary or subordinated interests in the Permitted Receivables Financing Assets being sold; (f) the Disposition of cash or Cash Equivalents or investment grade securitiesEquivalents; (i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property; (h) the lease, sublease, license or sublicense of property as described in Section 6.3(i); (i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practicebusiness; (j) so long as no Event of Default has occurred and is continuing at the time of closing thereof, the Disposition (including, for the avoidance of doubt, the Permitted English Business Sale) of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, Date so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 4.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and whole, (Bii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million such Disposition is made at fair value (as determined by Mid-Holdings in good faith by Parentfaith) and (iiiii) no Default or Event of Default shall have occurred and be continuing at solely with respect to a Permitted English Business Sale, after giving effect thereto the time of such DispositionTotal Revolving Credit Exposure does not exceed the Line Cap; provided, that (A) any liabilities (as shown on Parent’s Mid-Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent Mid-Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Parent Mid-Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent Mid-Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by Mid-Holdings in good faith by Parentfaith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed the greater of $50.0 million and 2.0% of Consolidated Total Assets at any time outstanding5.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management ServicesAgreement; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law;; and (wv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Codeproperty; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.x., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Dispositiontransaction) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith by Parentfaith) of such Subsidiary Guarantor prior to giving effect to such Dispositiontransaction.

Limitation on Disposition of Property. Dispose of any of its Property (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiaryof its Subsidiaries, issue or sell any shares of the Borrower’s or such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or obsolete, worn out property or surplus Property or Property no longer used or useful in the ordinary course of business or consistent with past practicebusiness; (b) to the sale of inventory and extent constituting Dispositions, transactions permitted by Sections 6.2, 6.3 (other assets held for sale in the ordinary course of business than Section 6.3(d)), 6.5 (other than Section 6.5(f)) or consistent with past practice6.6; (c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)); (d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, of any Subsidiary of the Borrower to the Borrower or any Indebtedness Subsidiary Guarantor; (d) the sale or issuance of any Capital Stock of any Subsidiary of the Borrower (other securities of, than a Subsidiary Guarantor) to any Unrestricted Subsidiaryother Subsidiary of the Borrower; (e) [reserved]any Recovery Event, provided that the requirements of Section 2.11(b), if applicable, are complied with in connection therewith; (f) the sale or other Disposition of cash inventory in the ordinary course of business; (g) the sale or Cash Equivalents or investment grade securitiesother Disposition of Capital Stock of the Borrower in connection with an IPO; (i) the license sale or sub-license Disposition by Atlantic Energy Holdings LLC of Intellectual Indebtedness of NFE North Distribution Holdings Limited and (ii) the issuance of Capital Stock by NFE North Distribution Holdings Limited, in each case in accordance with the Investor Agreements; (i) (i) leases, subleases, licenses, sublicenses or charters of Property in the ordinary course of business or consistent with past practice and (ii) Dispositions of Intellectual Property that is no longer material to the lapse or abandonment in the ordinary course business of business or consistent with past practice of any registrations or applications for registration of any Intellectual Propertysuch NFE Group Member; (hj) Dispositions by any NFE Group Member to any other NFE Group Member; provided that the lease, sublease, license or sublicense gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (j) shall not exceed $5,000,000 during the term of property as described in Section 6.3(i)this Agreement; (k) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the Disposition purchase price of surplus similar replacement Property or other property no longer Property used or useful in the business of the Group Members Borrower and its Subsidiaries or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property; (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (m) Dispositions of cash and Cash Equivalents in the ordinary course of business or consistent with past practicebusiness; (jn) Dispositions of Investments received in consideration of Dispositions permitted under this Section 6.4; (o) Dispositions by any NFE Group Member the gross proceeds of which do not exceed an aggregate amount of $5,000,000 during the term of this Agreement; (p) the sale or Disposition set forth in Schedule 6.4(p); (q) any sale or Disposition arising in connection with any fundamental change permitted by Section 6.3(e); and (r) any other Disposition of other Property or assets (including the issuance or sale of by any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as NFE Group Member; provided that (i) with respect to at the time of such Disposition (other than any such Disposition made pursuant to this clause (j) for a purchase price in excess binding commitment entered into at a time when no Default or Event of $8.0 millionDefault exists), (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and exist or would result from such Disposition, (ii) the consideration for such Disposition shall be continuing at least equal to the fair market value of such Property or assets at the time of such DispositionDisposition (or at the time such binding commitment is entered into) and (iii) at least 75% of such consideration shall be in cash or Cash Equivalents; provided, provided that the amount of: (A) any liabilities (as shown reflected on Parent’s or such Restricted SubsidiaryHoldings’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on Holdings’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such consolidated balance sheet, as determined in good faith by the Borrower) of Parent or such Restricted Subsidiaryany NFE Group Member, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto)Term Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, such Asset Sale) and for which Parent the Borrower and all of the Restricted such Subsidiaries shall have been validly released by all applicable creditors in writing, ; (B) any securities received by Parent or such Restricted Subsidiary from such transferee Indebtedness, other than liabilities that are converted by their terms subordinated to the Term Loans, of any NFE Group Member that is no longer an NFE Group Member as a result of such Restricted Subsidiary into cash (Disposition, to the extent that the NFE Group Members have been validly released from any Guarantee Obligation in respect of the cash received) within 180 days following the closing of the applicable Disposition and such Indebtedness in connection with such Disposition; and (C) any Designated Non-Cash Consideration received by any NFE Group Member in respect of such Disposition having an aggregate fair market value (as determined in good faith by Parent) thatvalue, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has ), not been converted into cash, does not to exceed $5,000,000 at the greater time of $50.0 million and 2.0% the receipt of Consolidated Total Assets at any time outstandingsuch Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this clause (j)(i) to be cash; (k) the Disposition of assets subject to or in connection with any Recovery Event; (l) Dispositions consisting of Restricted Payments permitted by Section 6.6; (m) Dispositions consisting of Investments permitted by Section 6.7; (n) Dispositions consisting of Liens permitted by Section 6.3; (o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10; (p) Dispositions of property to any Group Member; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-Loan Party Subsidiary in accordance with Section 6.7; (q) Dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (s) the partial or total unwinding of any Hedge Agreement or any Cash Management Services; (t) in order to resolve disputes that occur in the ordinary course of business, the Group Members may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (u) the settlement or early termination of any Permitted Convertible Indebtedness Call Transaction; (v) any Group Member may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law; (w) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property or (iii) such property is exchanged for like property (without regard to any boot thereon) for use in a similar business, to the extent allowable under Section 1031 of the Code; provided, in each case, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (x) Dispositions not otherwise permitted by this Section 6.5 so long as the aggregate fair market value (as determined by Parent in good faith at the time of the relevant Disposition6.4(q) of the assets disposed does not exceed the greater of $100.0 million and 4.0% of Consolidated Total Assets at the time of any such transaction; (y) foreclosure or any similar action (not comprising a Recovery Event) with respect to any property; (z) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or for no other obligation with or to a Person (other than Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (aa) any lending or other disposition of samples, including time-limited evaluation software, provided to customers or prospective customers; (bb) any disposition by HBL Swiss Financing GmbH, HBL Luxembourg Holdings S.à x.xpurpose., WH Luxembourg Holdings S.à X.X., Herbalife International Luxembourg S.à X.X., and/or WH Intermediate Holdings LTD (and their respective successors) of margin stock consisting of equity interests of Parent; and (cc) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such Disposition) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such Disposition.