Common use of RELEASE OF PLEDGORS Clause in Contracts

RELEASE OF PLEDGORS. If at any time all of the Equity Interests of any Pledgor are sold (to a Person other than the Borrower or a Subsidiary) in a transaction permitted pursuant to the Loan Documents, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder ((it being understood that the sale of all of the Equity Interests (and all Collateral owned by such Pledgor shall be released from any liens on the security interest granted hereunder)) in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section 32), and the Pledgee is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it. If at any time all of the Collateral of any Pledgor is sold (in a manner permitted under the Loan Documents), such Pledgor will be released from any liens on the security interest granted hereunder. At any time that the Borrower desires that a Pledgor be released from this Agreement as provided in this Section 32, the Borrower shall deliver to the Pledgee a certificate signed by an officer of the Borrower stating that the release of such Pledgor is permitted pursuant to the terms of the Credit Agreement and this Section 32 and including reasonable supporting documentation with respect thereto. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 32.

RELEASE OF PLEDGORS. If at any time all of the Equity Interests of any Pledgor owned by the Borrower or any of its Subsidiaries are sold (to a Person other than the Borrower or a Subsidiaryany of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Loan DocumentsCredit Agreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), such then, at the request and expense of the Borrower, the respective Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder ((it being understood that the sale of all of the Equity Interests (and all Collateral owned by such Pledgor shall be released from any liens on the security interest granted hereunder)) in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section 32Section), and the Pledgee is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it. If at any time all of the Collateral of any Pledgor is sold (in a manner permitted under the Loan Documents), such Pledgor will be released from any liens on the security interest granted hereunder. At any time that the Borrower desires that a Pledgor be released from this Agreement as provided in this Section 32, the Borrower shall deliver to the Pledgee a certificate signed by an officer of the Borrower Bor– rower stating that the release of such the respective Pledgor is permitted pursuant to the terms of the Credit Agreement and this Section 32 and including reasonable supporting documentation with respect thereto32. If reasonably requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 32. 1. Pledgor: Xxxx Holding Company LLC 2. Pledgor: Xxxx Holdings, Inc. 1. XXX XXXXX, INC. 2. COOL CARE, INC. 1. Name of Type of Percentage Sub-clause of Section Issuing Partnership Interest Owned 3.2(a) of Pledge Agreement Form of Agreement Regarding Uncertificated Securities, Limited Liability Company Interests and Partnership Interests

RELEASE OF PLEDGORS. If at any time (i) all of the Equity Interests of any Pledgor are sold (to a Person other than the Borrower or a Subsidiary) in a transaction permitted pursuant to the Loan Documents or (ii) the pledge of all such Equity Interests becomes prohibited, contractually or by law, as a result of a financing transaction permitted pursuant to the Loan Documents, then, in any such case, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder ((it being understood that the sale of all of the Equity Interests (and all Collateral owned by such Pledgor shall be released from any liens on the security interest granted hereunder)) in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section 32), and the Pledgee is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it. If at any time all of the Collateral of any Pledgor is sold (in a manner permitted under the Loan Documents), such Pledgor will be released from any liens on the security interest granted hereunder. At any time that the Borrower desires that a Pledgor be released from this Agreement as provided in this Section 32, the Borrower shall deliver to the Pledgee a certificate signed by an officer of the Borrower stating that the release of such Pledgor is permitted pursuant to the terms of the Credit Agreement and this Section 32 and including reasonable supporting documentation with respect thereto. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 32.

RELEASE OF PLEDGORS. If at any time all Pledgor is released from its Guarantee in accordance with the provisions of the Equity Interests Credit Agreement, then Collateral Agent shall (at the expense of any Pledgor are sold (Borrower) take all action necessary to a Person other than the Borrower or a Subsidiary) release its security interest in a transaction permitted pursuant to the Loan Documents, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder ((it being understood that the sale of all portion of the Equity Interests (and all Security Agreement Collateral owned by such Pledgor, and shall release such Pledgor shall be released from any liens on its obligations hereunder (other than obligations intended to survive the security interest granted hereundertermination hereof)) , in any Person that owns, directly or indirectly, all each case subject to and in accordance with Section 7.09 of the Equity Interests Credit Agreement. The undersigned hereby (a) acknowledges receipt of a copy of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in any Pledgor shall be deemed to be the Security Agreement), dated as of July 21, 2006, among Herbalife International, Inc., a sale of all of Nevada corporation (“Borrower”), the Equity Interests in such Pledgor for purposes of this Section 32Guarantors (defined therein), and Xxxxxxx Xxxxx Capital Corporation, as collateral agent (in such capacity and together with any successors in such capacity, “Collateral Agent”); (b) agrees promptly to note on its books the Pledgee security interests granted to Collateral Agent and confirmed under the Security Agreement; (c) agrees that it will comply with Collateral Agent’s instructions with respect to the applicable Securities Collateral without further consent by the applicable Pledgor; (d) agrees to notify Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is authorized adverse to the interest of Collateral Agent therein; and directed to execute and deliver such instruments of release as are reasonably satisfactory to it. If (e) waives any right or requirement at any time all hereafter to receive a copy of the Collateral Security Agreement in connection with the registration of any Pledgor is sold Securities Collateral thereunder in the name of Collateral Agent or its nominee or the exercise of voting rights by Collateral Agent or its nominee. [NAME OF ISSUER] By: Name: Title: $[_____] New York, New York [Date] FOR VALUE RECEIVED, [Name of Payor], a [___] [corporation] (in a manner permitted under the Loan Documents“Payor”), hereby promises to pay on demand to the order of (Name of Payee] (“Payee”), in lawful money of the United States of America in immediately available funds, at such Pledgor will be released location in the United States of America as Payee shall from any liens time to time designate, the unpaid principal amount of all loans and advances made by Payee to Payor. Payor promises also to pay interest on the security unpaid principal amount of all such loans and advances in like money at such location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by Payor and Payee. Whenever any payment on this Intercompany Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest granted hereunderon this Intercompany Note. At any This Intercompany Note is one of the Intercompany Notes referred to in that certain Credit Agreement, dated as of July 21, 2006 (as amended, restated, supplemented or otherwise modified from time that the Borrower desires that a Pledgor be released from this Agreement as provided in this Section 32to time, the Borrower shall deliver to “Credit Agreement”), among Herbalife International, Inc., a Nevada corporation (“Borrower”), Payor, the Pledgee a certificate signed by an officer of other Guarantors, the Borrower stating that Lenders, Xxxxxxx Xxxxx Capital Corporation, as administrative agent for the release of such Pledgor Lenders, and Xxxxxxx Xxxxx Capital Corporation, as collateral agent for the Secured Parties. This Intercompany Note is permitted pursuant subject to the terms of the Credit Agreement and this Section 32 shall be pledged by Payee pursuant to the [U.S. Security Agreement/applicable Foreign Security Agreement]. Payee hereby acknowledges and including reasonable supporting documentation agrees that the Collateral Agent may exercise all rights provided in the Credit Agreement and the [U.S. Security Agreement/applicable Foreign Security Agreement] with respect theretoto this Intercompany Note. Capitalized terms used herein without definitions have the meanings assigned to them in the Credit Agreement. [Anything in this Intercompany Note to the contrary notwithstanding, the indebtedness evidenced by this Intercompany Note shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of Payor under the Credit Agreement, including Payor’s Guaranteed Obligations thereunder (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as the “Senior Indebtedness”): (i) If requested any Event of Default of the nature set forth in paragraphs (a), (b), (g) or (h) of Article VIII of the Credit Agreement occurs, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Intercompany Note; and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which Payee would otherwise be entitled shall be made to the holders of Senior Indebtedness. (ii) If any payment or distribution of any character, whether in cash, securities or other property, in respect of this Intercompany Note shall (despite these subordination provisions) be received by Pledgee Payee in violation of clause (although the Pledgee i) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash. To the fullest extent permitted by law, no obligation present or future holder of Senior Indebtedness shall be prejudiced in its right to make enforce the subordination of this Intercompany Note by any act or failure to act on the part of Payor or by any act or failure to act on the part of such requestholder or any trustee or agent for such holder. Payee and Payor hereby agree that the subordination of this Intercompany Note is for the benefit of the Secured Parties, the Secured Parties are obligees under this Intercompany Note to the same extent as if their names were written herein as such and the Collateral Agent may, on behalf of the Secured Parties, proceed to enforce the subordination provisions herein. Nothing contained in the subordination provisions set forth above is intended to or will impair, as between Payor and Payee, the obligations of Payor, which are absolute and unconditional, to pay to Payee the principal of and interest on this Intercompany Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of the Payee and other creditors of the Payor other than the holders of Senior Indebtedness.]* Payee is hereby authorized to record all loans and advances made by it to Payor (all of which shall be evidenced by this Intercompany Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Intercompany Note. All payments under this Intercompany Note shall be made without offset, counterclaim or deduction of any kind. * The bracketed portion shall be included only if both Payor and Payee are Loan Parties. THIS INTERCOMPANY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). [NAME OF PAYOR] By: Name: Title: [NAME OF PAYEE] By: Name: Title: Reference is made to that certain Credit Agreement, dated as of July 21, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Herbalife International, Inc., a Nevada corporation (“Borrower”), the Borrower shall furnish legal opinions Guarantors (from counsel acceptable such term and each other capitalized term used but not defined herein have the meanings assigned to the Pledgee) to the effect set forth them in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Credit Agreement), the Lenders, Xxxxxxx Xxxxx Capital Corporation, as administrative agent for the Lenders, and Xxxxxxx Xxxxx Capital Corporation, as collateral agent for the Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 32Parties.