Common use of any Subsidiary of an Unrestricted Subsidiary Clause in Contracts

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-acquired or newly-formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests entitled to cast at least a majority of the votes that may be cast by all equity interests having ordinary voting power for the election of directors of Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.3; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) ), to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.3; and4.07 hereof;

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.04 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer Borrower or any Subsidiary of the Issuer Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the IssuerBorrower; (2) such designation complies with Section 3.39.5 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.04; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, or any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1i) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2ii) such designation complies with Section 3.34.07 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.3; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) ), to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed SubsidiarySubsidiary but excluding PETCO Animal Supplies and PETCO Stores) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed SubsidiarySubsidiary but excluding PETCO Stores) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07 hereof; and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing “Subsidiary and any newly-newly acquired or newly-newly formed Subsidiary) to be an Unrestricted Subsidiary after the Effective Date unless such Subsidiary or any of its Subsidiaries owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the equity interests Equity Interests entitled to cast at least a majority of the votes that may be cast by all equity interests Equity Interests having ordinary voting power for the election of directors of or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 3.34.07; and