Common use of Releases Clause in Contracts

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners in the case of and as a result of the sale or other dispositiondisposition of its Capital Stock. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the Note Guarantee of such sale or other disposition was made by the Issuers Guarantor has been released in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners10.05, the Trustee will execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (c) At A Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture at such time as any that Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event The Note Guarantee of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such GuarantorGuarantor will be released automatically: (1) or the Person acquiring the properties or assets (in the event of a connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) will be released and relieved of any obligations under its Note Guaranteethe Company or a Restricted Subsidiary; provided that the sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor (by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by ; (3) if the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that Company designates such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms applicable provisions of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.; (c4) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (5) upon the liquidation or dissolution of such Guarantor, each provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing; (6) upon such Guarantor will consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist; or (7) at such time as such Guarantor is no longer required to be released and relieved a Guarantor pursuant to the provisions of any obligations under its Note GuaranteeSection 4.15 hereof. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagesof, premium, if any, on and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In Upon the event Discharge of Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of each Grantor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any sale instrument or performance of any act by any party. At the sole expense of any Grantor following any such termination, the Administrative Agent shall deliver such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other disposition of all documents reasonably necessary or substantially all desirable for the release of the properties or assets Liens created hereby on such Collateral, as applicable. At the request and sole expense of any Guarantorthe Borrower, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (shall be released from its obligations hereunder in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of that all the Capital Stock of such Guarantor) Guarantor shall be sold, transferred or the otherwise disposed of to a Person acquiring the properties or assets (other than a Grantor in the event of a sale or other disposition of all or substantially all transaction permitted by Section 7 of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeCredit Agreement; provided that sale the Borrower shall have delivered to the Administrative Agent, at least ten days, or other disposition does not violate such shorter period as the applicable provisions Administrative Agent may agree, prior to the date of this Indenturethe proposed release, including without limitation Section 4.10 hereof, a written request for release identifying the relevant Guarantor and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result the terms of the sale or other disposition. Upon delivery disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Borrower stating that such sale or other disposition was made by the Issuers transaction is in accordance compliance with the terms and provisions of this Indenture, including without limitation Section 4.10 hereof, the Credit Agreement and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Loan Documents.

Releases. (a) In The Borrower may request in writing that the event Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any sale or other disposition of all or substantially all Person from any of the properties or assets of any Guarantor, by way of merger, consolidation or otherwiseGuaranty and the Security Agreement so long as: (i) such Person qualifies, or will qualify at the time of its release from the Guaranty and the Security Agreement, as an Excluded Subsidiary or has ceased to be, or at the time of its release from the Guaranty and the Security Agreement will cease to be, a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners Subsidiary or a Restricted JV Subsidiary of Targa Resources Partners, then such Guarantor (with at least $10,000 in assets in the event of a sale aggregate; (ii) no Default shall then be in existence or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners would occur as a result of such release, (iii) such Person is not a party to any Swap Contract by virtue of which any other Person is a Hedge Bank and (iv) the sale or other dispositionAdministrative Agent shall have received such written request at least 7 Business Days prior to the requested date of release. Upon delivery Delivery by the Issuers Borrower to the Trustee Administrative Agent of an Officers’ Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made request shall constitute a representation by the Issuers Borrower that the matters set forth in accordance the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that respect to such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteerequest. (b) Upon designation The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the Equity Interests in a Person from the Lien of a Pledge Agreement so long as: (i) such Person qualifies, or will qualify at the time of the release of its Equity Interests, as an Unpledgeable Subsidiary or has ceased to be, or at the time of the release of its Equity Interests will cease to be, a Person with at least $10,000 in assets in the aggregate; (ii) no Default shall then be in existence or would occur as a result of such release; and (iii) the Administrative Agent shall have received such written request at least 7 Business Days prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any Guarantor such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as an Unrestricted Subsidiary in accordance of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with the terms of this Indenture, respect to such Guarantor will be released and relieved of any obligations under its Note Guaranteerequest. (c) At Promptly after written request from Borrower and receipt of such time supporting documentation as any Guarantor ceases Administrative Agent may request, Administrative Agent will confirm (subject to guarantee any other Indebtedness the terms hereof) in writing that a specified Person is as of the date of such confirmation: (i) an Issuer or another Guarantor, provided that, if it is also a Domestic Unpledgeable Subsidiary and that its Equity Interests are not subject to the Lien of the Collateral Documents and/or (b) an Excluded Subsidiary, in either case so long as such Person qualifies as an Unpledgeable Subsidiary or Excluded Subsidiary, as the case may be, but subject to such Person thereafter being subject to the lien of the Collateral Documents if it is no longer an obligor Excluded Subsidiary or an Unpledgeable Subsidiary. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to any Indebtedness such request. Administrative Agent may rely solely on the representations of Borrower. Notwithstanding the foregoing, if such representations of Borrower are not true and correct, then to the full extent possible under any Credit Facility; providedapplicable law, however, that if, at any time following such confirmation by Administrative Agent shall not release, that Guarantor incurs a Guarantee diminish or impair any Lien pursuant to the Collateral Documents or other rights under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timethe Loan Documents. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of such Guarantor: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, such Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor the Company; (b) in the event connection with any sale of a sale or other disposition, by way majority of merger, consolidation or otherwise, of the Capital Stock of such GuarantorGuarantor to a Person that is not (either before or after giving effect to such transaction) the Company or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all Subsidiary of the properties or assets Company; (c) if the Company designates such Guarantor to be an Excluded Subsidiary in accordance with the requirements hereof (including, without limitation, the definition of Excluded Subsidiary); (d) if such Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant hereto; (e) if such Guarantor) will be released and relieved ’s guarantee of any obligations under its Note Guarantee; provided the Credit Agreement, or, if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company, is fully and unconditionally released, except that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases shall subsequently be required to be become a Restricted Subsidiary of Targa Resources Partners as Guarantor by executing a result of the sale or other disposition. Upon delivery by the Issuers to supplemental indenture and providing the Trustee of with an Officers’ Certificate and an Opinion of Counsel to the effect that at such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute time as it guarantees any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.the Credit Agreement, or, if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company; or (bf) Upon designation of any Guarantor as an Unrestricted Subsidiary if the Company’s obligations under the Indenture and the Notes are discharged in accordance with the terms thereof. Notwithstanding anything to the contrary in the Indenture or the Notes, references in the Indenture or the Notes to Section 12.05 of this Indenturethe Base Indenture shall, such Guarantor will for purposes of the Notes, be released and relieved of any obligations under its Note Guarantee. (c) At such time read as any Guarantor ceases references to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 109.04.

Releases. Concurrently with any sale of assets (a) In including, if applicable, all of the Equity Interests of any Subsidiary Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 5.07 hereof. The Guarantee and all other obligations under the Indenture of a Subsidiary Guarantor will be released: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources PartnersSubsidiary, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided if that sale or other disposition does not violate Section 5.07 hereof; or (ii) in connection with any sale or other disposition of the applicable provisions Equity Interests of this Indenturea Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Issuer or a Restricted Subsidiary, including without limitation if that sale or other disposition does not violate Section 4.10 hereof, 5.07 hereof and such the Subsidiary Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Partnership as a result of the sale or other disposition; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance or Covenant Defeasance pursuant to Article IX hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (v) in the case of any Subsidiary Guarantor other than the Operating Company, at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of either of the Issuers and any Indebtedness of the Operating Company; or (vi) in the case of the Operating Company, at such time as the Operating Company ceases to guarantee any other Indebtedness of either of the Issuers, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. Upon delivery by the Issuers Partnership to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Partnership in accordance with the provisions of this the Indenture, including without limitation Section 4.10 5.07 hereof, and that or such Guarantor has ceased Guarantee is to be a Restricted Subsidiary released pursuant to the provisions of Targa Resources Partnersthe immediately preceding sentence, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with Guarantee and the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this the Indenture as provided in this Article 10XI.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released without any further action by any Person in the event that: (a) In the event of any sale there is a sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary, including by way of a dividend of the Capital Stock of such Guarantor to the stockholders of the Company), or all or substantially all the assets, of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case applicable Guarantor to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company where such sale, then such Guarantor (in the event of a sale disposition or other disposition, transfer is not prohibited by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions terms of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (b) Upon designation of any Guarantor if the Issuers exercise their Legal Defeasance option or their Covenant Defeasance option as an Unrestricted Subsidiary described under Article 8 or if their obligations under this Indenture are discharged in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations Indenture as described under its Note Guarantee.Article 12; (c) At in the case of the Note Guarantees issued on the Issue Date, upon the release or discharge of the Guarantee by such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any the Credit Facility; providedAgreement, howeveror, in all other cases, the release or discharge of such other Guarantee that ifresulted in the creation of such Note Guarantee, at any time following except, in each case, a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that Guarantor incurs a if any such Guarantee under a Credit Facilityis so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary would then such Guarantor shall be required to provide a Note Guarantee pursuant to Section 4.14); provided that the Guarantees by such Guarantor of the Existing Notes are also released at or prior to such time.; (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved the proper designation of any obligations under its Note Guarantee. Any Restricted Subsidiary that is a Guarantor not released from its obligations under its Note Guarantee as provided an Unrestricted Subsidiary; or (e) upon the occurrence of the Covenant Suspension Event, as set forth in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 104.16.

Releases. The Note Guarantee of a Guarantor shall be released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Partnership or a Restricted Subsidiary of Targa Resources Partnersthe Partnership, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Partnership or a Restricted Subsidiary of the Partnership, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Partnership as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (bc) Upon upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.; (d) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (e) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) upon such Guarantor consolidating with, each merging into or transferring all of its properties or assets to either of the Issuers or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor will be released and relieved dissolving or otherwise ceasing to exist; or (g) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee as provided under Section 4.16 or a release or discharge of all Guarantees by such Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee. Upon delivery by the Partnership to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the foregoing clauses (a) – (g) has occurred, the Trustee shall execute any documents reasonably requested by the Partnership in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, and interest on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners TLLP or a Restricted Subsidiary of Targa Resources PartnersTLLP, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any If a Guarantor ceases to guarantee any other of any Indebtedness of an any Issuer or another Guarantor, provided that, if it is also under a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee later guarantees Indebtedness of any Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or upon satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium Special Interest, if any, and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. Concurrently with any sale of assets (a) In including, if applicable, all of the Equity Interests of any Subsidiary Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.07 hereof. The Guarantee and all other obligations under this Indenture of a Subsidiary Guarantor will be released: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Issuer or a Restricted Subsidiary Subsidiary, if the Company applies the Net Proceeds of Targa Resources Partners, then such Guarantor (in the event of a that sale or other disposition, by way of merger, consolidation disposition in accordance with Section 4.07 hereof; or otherwise, of Capital Stock of such Guarantor(ii) or the Person acquiring the properties or assets (in the event of a connection with any sale or other disposition of all or substantially all of the properties Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or assets after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company applies the Net Proceeds of such Guarantorthat sale in accordance with Section 4.07 hereof; or (iii) will be released if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance pursuant to Article 8 hereof or upon satisfaction and relieved discharge of any obligations under its Note Guarantee; this Indenture pursuant to Article 11 hereof, provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases it is then no longer an obligor with respect to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionany Indebtedness under any Credit Facility. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that 4.07 hereof or such Guarantor has ceased Guarantee is to be a Restricted Subsidiary released pursuant to the provisions of Targa Resources Partnersthe immediately preceding sentence, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of Guarantee and this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In The Borrower may request in writing that the event Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any sale or other disposition of all or substantially all Person from any of the properties or assets of any Guarantor, by way of merger, consolidation or otherwiseGuaranty and the Security Agreement so long as: (i) such Person qualifies, or will qualify at the time of its release from the Guaranty and the Security Agreement, as an Excluded Subsidiary or has ceased to be, or at the time of its release from the Guaranty and the Security Agreement will cease to be, a sale or other disposition of Capital Stock of any Guarantor, in each case Subsidiary pursuant to a Person that is not transaction permitted by this Agreement; (either before ii) no Default or after giving effect to such transactions) Targa Resources Partners Event of Default shall then be in existence or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners would occur as a result of such release, and (iii) the sale or other dispositionAdministrative Agent shall have received such written request at least 7 Business Days prior to the requested date of release. Upon delivery Delivery by the Issuers Borrower to the Trustee Administrative Agent of an Officers’ Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made request shall constitute a representation by the Issuers Borrower that the matters set forth in accordance the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that respect to such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteerequest. (b) Upon designation The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the Equity Interests in a Person from the Lien of a Pledge Agreement so long as: (i) such Person qualifies, or will qualify at the time of the release of its Equity Interests, as an Unpledgeable Subsidiary or has ceased to be, or at the time of its release from the Pledge Agreement will cease to be, a Subsidiary pursuant to a transaction permitted by this Agreement; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iii) the Administrative Agent shall have received such written request at least 7 Business Days prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any Guarantor such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as an Unrestricted Subsidiary in accordance of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with the terms of this Indenture, respect to such Guarantor will be released and relieved of any obligations under its Note Guaranteerequest. (c) At Reasonably promptly after written request from the Borrower, the Administrative Agent will confirm (subject to the terms hereof) in writing that it has no Lien in a particular asset (including the Equity Interests in a specified Person), or that a specified Person is not a Guarantor hereunder, as the case may be. Delivery by the Borrower to the Administrative Agent of any such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor request shall be required accompanied by a certificate of a Responsible Officer, certifying as to provide a Note Guarantee at the facts underlying such timeconfirmation requested of the Administrative Agent, and such other supporting documentation as the Administrative Agent may request. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any a sale or other disposition of all or substantially all of the properties or assets of any GuarantorGuaranteeing Subsidiary, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock all of the capital stock of any GuarantorGuaranteeing Subsidiary, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor Guaranteeing Subsidiary (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock all of the capital stock of such GuarantorGuaranteeing Subsidiary) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such GuarantorGuaranteeing Subsidiary) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersoccurred, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor Guaranteeing Subsidiary from its obligations under its Note Guarantee. (b) Upon designation The Company, in its sole discretion, may release and relieve a Guaranteeing Subsidiary of any Guarantor as an Unrestricted obligations under its Note Guarantee in the event such Guaranteeing Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved is no longer a guarantor of any Guarantied Obligations. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Guaranteeing Subsidiary is no longer a guarantor of any Guarantied Obligations, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guaranteeing Subsidiary from its obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor Guaranteeing Subsidiary not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor Guaranteeing Subsidiary under this Indenture as provided in this Article 10the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, if the sale or other disposition does not violate Section 4.10 hereof and is permitted by all of the Secured Debt Documents then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the applicable Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and is permitted by all of the Secured Debt Documents and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that the Net Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation are applied in accordance with Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any the Guarantor from its obligations under its Note Guarantee.; (bc) Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this IndentureIndenture and as permitted by the Secured Debt Documents, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.; (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee; (e) Upon satisfaction and discharge of the Indenture, in accordance with Article 11 hereof; and (f) Upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding; due and payable under this Indenture at the time of the Notes are paid in full and discharged. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest and premium and Liquidated Damagesinterest, if any, on the applicable Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, including by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by ; (3) if the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Company designates any Restricted Subsidiary that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.applicable provisions hereof; (c4) At upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge hereof as provided in Article 8 and Article 11 hereof; (5) at such time as any such Guarantor ceases both (a) to guarantee Guarantee any other Indebtedness of an Issuer the Company or another Guarantor, provided that, if it is also any other Guarantor (except as a result of payment under any such other Guarantee) and (b) to be a Domestic Subsidiary, it Subsidiary that is no longer an obligor with respect to any Indebtedness under any Credit Facility; providedor (6) upon the liquidation or dissolution of such Guarantor, however, if no Default or Event of Default has occurred that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timeis continuing. (db) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture hereunder as provided in this Article 10. (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions in Section 10.05(a) hereof has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners Sunoco LP or a Restricted Subsidiary of Targa Resources PartnersSunoco LP, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In The Note Guarantee of a Guarantor will be automatically released without the event need for further action by any Person and without the consent of any Holder: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other dispositiondisposition complies with Section 4.10; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition is subject to Section 5.01; (2) in connection with any sale, by way of merger, consolidation issuance or otherwise, other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such Guarantortransaction) the Company or a Restricted Subsidiary of the Person acquiring Company, if the properties or assets (in the event of a sale sale, issuance or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation complies with Section 4.10 hereof, and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale sale, issuance or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect ; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition was made by is subject to Section 5.01; (3) if the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and Company designates any Restricted Subsidiary that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19; (4) in the terms of this Indenture, event that such Guarantor will be released and relieved was required to become a Guarantor under the provisions of any obligations under its Note Guarantee. Section 4.18 solely by virtue of clause (cy) At of the definition of “Domestic Subsidiary,” at such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required cease to guarantee or otherwise provide a Note Guarantee at such time.direct credit support for any Indebtedness of the Company or any other Guarantor; or (d5) Upon upon a Legal or Defeasance, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof12. (b) At the Company’s written direction and expense, each Guarantor will be released and relieved in the event that a Note Guarantee of any obligations under its Note Guarantee. Guarantor is released in accordance with this Section 11.05, the Trustee will execute and deliver an instrument acknowledging such release in accordance with the terms of this Indenture (in a form prepared by the Company). (c) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesSpecial Interest, if any, on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of any Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, or (ii) of all of the Capital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other Obligations under this Indenture; provided that any such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other Obligations under this Indenture. (c) At such time as any such Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee the Company under a Credit FacilityFacility such that it would not, then such Guarantor shall if not a Guarantor, be required to provide become a Guarantor under Section 4.14 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee at such timeand all of its other Obligations under this Indenture. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Guarantee and all of its other Obligations under this Indenture. (e) Upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will be relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture. (f) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the conditions of this Section 10.05 for a release have been satisfied, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and all of its other Obligations under this Indenture. (g) Any Guarantor not released from its obligations under its Note Guarantee and all of its other Obligations under this Indenture as provided in this Section 10.05 will remain liable for the full amount of principal of and interest interest, and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners in the case of and as a result of the sale or other dispositiondisposition of its Capital Stock. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the Note Guarantee of such sale or other disposition was made by the Issuers Guarantor has been released in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners10.05, the Trustee will execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (c) At A Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture at such time as any that Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources PartnersGuarantor, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) property, as applicable, will be released and relieved of any obligations under its Note Subsidiary Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Subsidiary Guarantee. (b) Upon designation of In the event that any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indentureceases to be a Significant Subsidiary, such Guarantor will be released and relieved of any obligations under its Note GuaranteeSubsidiary Guarantee immediately upon such cessation. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 X hereof, each Guarantor will be released and relieved of any obligations under its Note Subsidiary Guarantee. Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 12.5 will remain liable for the full amount of the principal of amount, the Repurchase Price, the Fundamental Change Repurchase Price and interest the Optional Redemption Price of, and premium interest, any Make-Whole Premium (only to the extent not otherwise satisfied by the Company in other than cash in accordance with the applicable Company Notice), any Redemption Premium and any Liquidated DamagesDamages on, if any, on the Notes Securities and for the other obligations of any Guarantor under this Indenture as provided in this Article 10XII.

Releases. (a) In At such time as the event Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender), this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any sale instrument or other disposition performance of all or substantially all any act by any party. At the request and sole expense of any Guarantor following any such termination, the Administrative Agent shall execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination. (b) At the request and sole expense of the properties or assets of any GuarantorCompany, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (shall be released from its obligations hereunder in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of that all the Capital Stock of such Guarantor) Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Person acquiring Credit Agreement (provided that, if the properties other party to such transaction is the Company or assets (in the event of a sale or other disposition of all or substantially all Subsidiary of the properties or assets Company, the effect of such transaction is to cause such Subsidiary to become an Excluded Subsidiary), including any releases requested in connection with any such transaction pursuant to Section 7.5(z) of the Credit Agreement in connection with the Spin-Off, or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions Company shall have delivered to the Administrative Agent, at least five Business Days prior to the date of this Indenturethe proposed release, including without limitation Section 4.10 hereof, a written request for release identifying the relevant Subsidiary Guarantor and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result the terms of the sale or other disposition. Upon delivery disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Company stating that such sale or other disposition was made by the Issuers transaction is in accordance compliance with the provisions of this Indenture, including without limitation Section 4.10 hereof, Credit Agreement and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guaranteeother Loan Documents. (c) At such time as This Agreement shall not apply and shall cease to be effective, without delivery of any Guarantor ceases to guarantee instrument or performance of any other Indebtedness act by any party, upon the occurrence and during the continuation of an Issuer a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any instrument or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to performance of any Indebtedness under act by any Credit Facility; provided, however, that ifparty, at any time following such release, that Guarantor incurs the requirements of a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timeSuspension Period Event are no longer satisfied. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners Sunoco LP or a Restricted Subsidiary of Targa Resources PartnersSunoco LP, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section Sections 3.08 and 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section Sections 3.08 and 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this IndentureSection 4.16 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that, if it is also a Domestic Subsidiary, it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The release of a Guarantor from its Note Guarantee pursuant to this Section 10.05 shall also release such Guarantor from all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of of, and interest and premium and Liquidated DamagesAdditional Interest, if any, on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor will be released and such Guarantor will be relieved of any Obligations under its Note Guarantee: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by ; (c) if the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Company designates any Restricted Subsidiary that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.; (d) Upon upon the release or discharge of the Guarantee of such Guarantor under the Credit Facilities, except a discharge or release of the Guarantee by or as a result of payment under such Guarantee (it being understood that if any such Guarantor is so reinstated under the Credit Facilities, such Guarantor’s guarantee shall also be reinstated); or (e) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof. Notwithstanding the foregoing, each neither the consent nor the acknowledgement of the Trustee shall be necessary to effect any such release. None of the Trustee, the Company or any Guarantor will be released required to make a notation on the Notes or the Note Guarantees to reflect any such release, termination or discharge. Upon request of the Company and relieved delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 10.05 has been met, the Trustee will execute any documents reasonably required in order to evidence the release of a Guarantor from its obligations under its Note Guarantee. In connection with any release under clauses (a) and (b) above, the Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable provisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest and Additional Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) (i) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate complies with the applicable provisions of this Indenture, including including, without limitation limitation, Section 4.10 hereof; provided further that, and in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of any Guarantor, such Guarantor ceases to be is no longer a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionCompany. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance of this Indenture in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) If such Guarantor is also a guarantor or borrower under the Senior Secured Credit Facility and, at the time of release of its Guarantee, (x) has been or is currently being released from its guarantee of or obligations under, and all pledges and security, if any, granted in connection with the Senior Secured Credit Facility, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10), (11), (13), (15) or (17) of Section 4.09(b) hereof) and (z) does not guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) In the case of any Restricted Subsidiary of the Company which after the date of this Indenture is required to guarantee the Notes pursuant to Section 4.18, the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Company or any Restricted Subsidiary of the Company or the repayment of all of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, then such Restricted Subsidiary will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesSpecial Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. A Guarantee as to any Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (ai) In any sale, exchange, disposition or transfer (including through consolidation, amalgamation, merger or otherwise) of (x) the event Capital Stock of any sale such Subsidiary Guarantor or other disposition of (y) all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor; (ii) will be released and relieved of any obligations under its Note Guarantee; provided other than with respect to each Subsidiary Guarantor that sale or other disposition does not violate is a party to this Indenture on the applicable provisions date of this Indenture, including without limitation Section 4.10 hereofthe release, and discharge or termination of the guarantee by such Subsidiary Guarantor ceases that resulted in the obligation of such Subsidiary Guarantor to be Guarantee the Securities, except a Restricted Subsidiary of Targa Resources Partners release, discharge or termination by or as a result of payment under such guarantee; (iii) the sale consolidation, amalgamation or other disposition. Upon delivery merger of any Subsidiary Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (iv) the Issuer exercising its defeasance option pursuant to Article XIII or the Issuer’s obligations under this Indenture being discharged pursuant to Article IV; and (b) if evidence of such release and discharge is requested to be executed by the Issuers Trustee, the Issuer delivering, or causing to be delivered, to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenturetransaction, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteethe Guarantee and the execution of such evidence by the Trustee have been complied with. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event Any Guarantor shall be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved that Guarantor complies with Section 4.10 of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and the application of the Net Proceeds therefrom; (ii) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor ceases to be transaction) a Restricted Subsidiary of Targa Resources Partners as a result the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof; or (iv) in connection with any sale or other dispositionof Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with Section 4.10, including the application of the Net Proceeds therefrom. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1010 of the Indenture.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) In the event of any sale sale, transfer or other disposition of all or substantially all of the properties or assets of any Guarantor, such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions Section 4.10 of this Indenture; (b) any sale, transfer or other disposition of Capital Stock of such Subsidiary Guarantor (including without limitation Section 4.10 hereofby way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, and if after such sale, transfer or disposition, the Subsidiary Guarantor ceases would cease to be a Restricted Subsidiary of Targa Resources Partners as a result of and the sale or other dispositiondisposition does not violate Section 4.10 of this Indenture; (c) the exercise by the Company of its Legal Defeasance option or its Covenant Defeasance option or the satisfaction and discharge of this Indenture, in each case as provided under Article VIII; (d) the proper designation of such Subsidiary Guarantor by the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (e) the Subsidiary Guarantor ceasing to guarantee any Debt of the Company or a Subsidiary Guarantor under, or be a borrower under, the Senior Credit Facilities and no Event of Default has occurred and is continuing. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by all conditions precedent to the Issuers release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources PartnersIndenture have been satisfied, the Trustee will shall execute any documents reasonably required requested by the Company in writing in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.X.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties assets or assets all of the Capital Stock of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon the release of such Restricted Subsidiary’s Guarantees under all Credit Facilities of the Company (other than a release as a result of payment under or a discharge of such Guarantee), each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.06 will remain liable for the full amount of principal of and interest and premium premium, if any, and Liquidated DamagesSpecial Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Parent, the Issuers or a Restricted Subsidiary of Targa Resources PartnersSubsidiary, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent, the Issuers or a Restricted Subsidiary, and such Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that provided, in both cases, such sale or other disposition does not violate Section 4.10 hereof and that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (cd) At such time as any Upon a dissolution of a Subsidiary Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantorthat is permitted under this Indenture, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall will be required to provide a released and relieved of any obligations under its Note Guarantee at such timeGuarantee. (de) Upon the release of the Subsidiary Guarantor’s guarantee under all applicable Triggering Indebtedness, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (f) Upon repayment in full of the Notes, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (g) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In The Note Guarantee of a Guarantor will be released, without the event consent of any Holder: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition is subject to Section 5.01 hereof; (2) in connection with any sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale sale, issuance or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect ; provided that such Guarantor’s Note Guarantee will not be released if the sale or other disposition was made by is subject to Section 5.01 hereof; (3) if the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and Company designates any Restricted Subsidiary that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 hereof; (4) in the terms of this Indenture, event that such Guarantor will be released and relieved was required to become a Guarantor under the provisions of any obligations under its Note Guarantee. Section 4.17 hereof solely by virtue of clause (cy) At of the definition of “Domestic Subsidiary,” at such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required cease to guarantee or otherwise provide a Note Guarantee at such time.direct credit support for any Indebtedness of the Company; (d5) Upon upon a Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12; or (6) in connection with an amendment of this Indenture pursuant to Sections 9.01 or 9.02 hereof. (b) At the Company’s written direction and expense, each in the event that a Note Guarantee of a Guarantor will shall be released in accordance with this Section 11.05, the Trustee will execute and relieved deliver an instrument acknowledging such release in accordance with the terms of any obligations under its Note Guarantee. this Indenture (in a form prepared by the Company). (c) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesSpecial Interest, if any, on the Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Guarantee of any Guarantor will be automatically released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of a Guarantor (including by way of merger or consolidation) to such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided Person that is not the Company or a Guarantor if the sale or other disposition Disposition does not violate any of the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; or (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor ceases is released, the Company shall deliver to be a Restricted Subsidiary of Targa Resources Partners as a result the Trustee an Officer’s Certificate stating and certifying the identity of the sale or other dispositionreleased Guarantor, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale the conditions of any of clauses (a) or other disposition was made by the Issuers (b) of this Section 16.05 have been met with respect to a Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 16.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 10XVI notwithstanding the release of any other Guarantor.

Releases. (a) In The Borrower may request in writing that the event Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any sale or Person (other disposition of all or substantially all than the Parent) from any of the properties or assets of any Guarantor, by way of merger, consolidation or otherwiseSubsidiary Guaranty and the Collateral Documents so long as: (i) such Person qualifies, or a sale will qualify at the time of its release from the Subsidiary Guaranty and the Collateral Documents, as an Excluded Subsidiary; (ii) no Default shall then be in existence or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners would occur as a result of such release, (iii) such Person is not a party to any Swap Contract by virtue of which any other Person is a Hedge Bank and (iv) the sale or other dispositionAdministrative Agent shall have received such written request at least seven (7) Business Days prior to the requested date of release. Upon delivery Delivery by the Issuers Borrower to the Trustee Administrative Agent of an Officers’ Certificate and an Opinion of Counsel to the effect that any such sale or other disposition was made request shall constitute a representation by the Issuers Borrower that the matters set forth in accordance the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that respect to such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteerequest. (b) Upon designation The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the Equity Interests in a Person from the Lien of the Security Agreement so long as: (i) such Person qualifies, or will qualify at the time of the release of its Equity Interests, as an Excluded Subsidiary; (ii) no Default shall then be in existence or would occur as a result of such release; and (iii) the Administrative Agent shall have received such written request at least seven (7) Business Days prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any Guarantor such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as an Unrestricted Subsidiary in accordance of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with the terms of this Indenture, respect to such Guarantor will be released and relieved of any obligations under its Note Guaranteerequest. (c) At Promptly after written request from Borrower and receipt of such time supporting documentation as any Guarantor ceases Administrative Agent may request, Administrative Agent will confirm (subject to guarantee any other Indebtedness the terms hereof) in writing that a specified Person is as of the date of such confirmation an Issuer or another Guarantor, provided that, if it is also a Domestic Excluded Subsidiary so long as such Person qualifies as an Excluded Subsidiary, but subject to such Person thereafter being subject to the lien of the Collateral Documents if it is no longer an obligor Excluded Subsidiary. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to any Indebtedness such request. Administrative Agent may rely solely on the representations of Borrower. Notwithstanding the foregoing, if such representations of Borrower are not true and correct, then to the full extent possible under any Credit Facility; providedapplicable law, however, that if, at any time following such confirmation by Administrative Agent shall not release, that Guarantor incurs a Guarantee diminish or impair any Lien pursuant to the Collateral Documents or other rights under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timethe Loan Documents. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, including by way of merger, consolidation consolidation, amalgamation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of that Guarantor or of a parent entity of that Guarantor (if such parent entity is a Restricted Subsidiary of the Company), including by way of merger, consolidation, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by ; (3) if the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Company designates any Restricted Subsidiary that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.applicable provisions hereof; (c4) At upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge hereof as provided in Article 8 and Article 11 hereof; (5) at such time as any such Guarantor ceases both (a) to guarantee Guarantee any other Capital Markets Indebtedness of an Issuer the Company or another Guarantor, provided that, if it is also any other Guarantor (except as a Domestic Subsidiary, it is no longer result of payment under any such other Guarantee) and (b) to be an obligor with respect to any Indebtedness under any Credit Debt Facility; provided, howeverin each case, that ifresulted in the creation of such Guarantee; (6) upon the liquidation or dissolution of such Guarantor, at any time following such release, if no Default or Event of Default has occurred that Guarantor incurs a Guarantee under a Credit Facility, then is continuing; or (7) upon such Guarantor shall be required consolidating with, merging or amalgamating into or transferring all of its properties or assets to provide the Company or another Guarantor, and as a Note Guarantee at result of, or in connection with, such timetransaction under this clause (7), such Guarantor dissolving or otherwise ceasing to exist. (db) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture hereunder as provided in this Article 10. (c) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the conditions in Section 10.05(a) hereof has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.

Releases. A Guarantee as to any Subsidiary Guarantor shall be automatically and unconditionally released and discharged, without further action required on the part of the Subsidiary Guarantor, the Trustee or any Holder of Notes, upon: (a) In any direct or indirect sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the event Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, transfer or other disposition is not in violation of the applicable terms of this Indenture; (b) the release or discharge of the Indebtedness or guarantee of Indebtedness by such Subsidiary Guarantor that resulted in the creation of such Guarantee except a release or discharge by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); provided that at the time of such release or discharge, such Subsidiary Guarantor is not then a guarantor or an obligor in respect of any sale other Indebtedness that would require it to provide a Guarantee of the Notes under the Indenture; (c) the sale, exchange, transfer or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any such Subsidiary Guarantor, in each case a transaction that is not in violation of the applicable terms of this Indenture, to a any Person that who is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Domestic Restricted Subsidiary of Targa Resources Partners, then such Guarantor Subsidiary; (in d) the event of a sale release or other disposition, by way of merger, consolidation or otherwise, of Capital Stock discharge of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition Subsidiary Guarantor from its guarantee, and of all pledges and security, if any, granted by such Subsidiary Guarantor in connection with the Senior Secured Credit Facilities, except a release or substantially all of the properties discharge by or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect payment under such guarantee (it being understood that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.subject to

Releases. (a) In If in connection with: (i) the event exercise of the Senior Agent’s remedies in respect of any sale of the Collateral securing the Senior Debt, including any sale, lease, exchange, transfer or other disposition of all or substantially all of the properties or assets of such Collateral; or (ii) any Guarantorsale, by way of mergerlease, consolidation or otherwiseexchange, or a sale transfer or other disposition of Capital Stock Collateral securing the Senior Debt permitted under the terms of any Guarantor, in each case the Senior Loan Documents or permitted pursuant to a Person that is waiver or consent by the Senior Lenders of a transaction otherwise prohibited by the Senior Loan Documents (whether or not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary an Event of Targa Resources PartnersDefault under, then such Guarantor (and as defined in the event Senior Loan Documents, has occurred and is continuing); the Senior Agent releases any of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all its Liens on any part of the properties Collateral securing the Senior Debt (or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteeguaranty of any or all of the Senior Debt), the Liens of the Subordinated Creditor, on such Collateral (and the obligations of such Guarantor under its guaranty of any or all of the Subordinated Debt) shall be automatically, unconditionally and simultaneously released and the Subordinated Creditor, promptly shall execute and deliver to the Senior Agent or to the Obligors, at the Obligors’ cost and expense, such termination statements, releases and other documents as the Senior Agent or any Obligor may reasonably request to effectively confirm such release. (b) Upon designation The Subordinated Creditor, hereby irrevocably constitutes and appoints the Senior Agent and any officer or agent of any Guarantor the Senior Agent, with full power of substitution, as an Unrestricted Subsidiary its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with the place and stead of the Subordinated Creditor or such holder from time to time in the Senior Agent’s discretion, for the purpose of carrying out the terms of this IndentureSection 2.7, such Guarantor will to take any and all appropriate action and to execute any and all documents and instruments which may be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases necessary or desirable to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge accomplish the purposes of this Indenture in accordance with Article 11 hereofSection 2.7, each Guarantor will be released and relieved of including, without limitation, any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagesfinancing statements, if any, on the Notes and for the endorsements or other obligations of any Guarantor under this Indenture as provided in this Article 10instruments or transfer or release.

Releases. (a) In the event of any (i) a sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or any other Guarantor, (ii) a termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the Company or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor or (iii) any Guarantor ceasing to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary, then such Guarantor (in the event described in clauses (ii) and (iii) of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantorthis paragraph) or the Person corporation acquiring the properties or assets property (in the event described in clause (i) of a sale or other disposition of all or substantially all of the properties or assets of such Guarantorthis paragraph) will be released and relieved of any obligations under its Note Subsidiary Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in Article 11 of the Indenture. (c) Pursuant to Section 11.05 of the Indenture, each of the Texas LP Guarantors are hereby released and relieved of its obligations under its Subsidiary Guarantee and this Article 10Supplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources ▇▇▇▇▇ Energy Partners or a Restricted Subsidiary of Targa Resources ▇▇▇▇▇ Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as Upon release of any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any from its Guarantee for Indebtedness under any a Credit Facility, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium Special Interest, if any, and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any a sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock all of the capital stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Parent Guarantee or Subsidiary Guarantee, as applicable; provided that (i) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 4.10 hereofof the Indenture and (ii) if the Guarantor is a party to the Environmental Indemnity Agreements, and all rights afforded to such Guarantor ceases are effectively assigned in full to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale Person formed by or surviving any consolidation or merger (if other than the Company or another Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other dispositiondisposition has been made, pursuant to agreements reasonably satisfactory to the Trustee. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this the Indenture, including without limitation Section 4.10 hereofof the Indenture, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersthe Trustee’s satisfaction with the agreements described in clause (ii) above, if applicable, the Trustee will shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Parent Guarantee or Subsidiary Guarantee, as applicable. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Parent Guarantee or Subsidiary Guarantee, as provided in this Section 10.05 will applicable, shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets property will be automatically released and relieved of any obligations under the Note Guarantee; (in b) In the event of a any sale or other disposition of all or substantially all of the properties Capital Stock of any Guarantor to a Person that is not (either before or assets after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor) Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (e) If such Guarantor no longer constitutes a Domestic Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (f) If determined in good faith by the Company that a liquidiation, dissolution or merger out of existence of such Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition (including by way of liquidation permitted hereunder) of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeGuaranty; provided that the Net Cash Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note GuaranteeGuaranty. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuaranty. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will be released and relieved of any obligations under its Note GuaranteeGuaranty. Any Guarantor not released from its obligations under its Note Guarantee Guaranty as provided in this Section 10.05 11.04 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, including by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of that Guarantor or of a parent entity of that Guarantor (if such parent entity is a Restricted Subsidiary of the Company) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by ; (3) if the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Company designates any Restricted Subsidiary that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.applicable provisions hereof; (c4) At upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge hereof as provided in Article 8 and Article 11 hereof; (5) at such time as any such Guarantor ceases both (a) to guarantee Guarantee any other Indebtedness of an Issuer the Company or another Guarantor, provided that, if it is also any other Guarantor (except as a result of payment under any such other Guarantee) and (b) to be a Domestic Subsidiary, it Subsidiary that is no longer an obligor with respect to any Indebtedness under any Credit Facility; (6) upon the liquidation or dissolution of such Guarantor, if no Default or Event of Default has occurred that is continuing; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then or (7) upon such Guarantor shall be required consolidating with, merging into or transferring all of its properties or assets to provide the Company or another Guarantor, and as a Note Guarantee at result of, or in connection with, such timetransaction such Guarantor dissolving or otherwise ceasing to exist. (db) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture hereunder as provided in this Article 10. (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions in Section 10.05(a) hereof has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.

Releases. The Note Guarantee of a Guarantor shall be released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case otherwise to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Issuer or a Restricted Subsidiary of Targa Resources Partnersthe Issuer, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Issuer as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that ; (c) such sale time as such Guarantor is no longer a guarantor, borrower or other disposition was made by the Issuers in accordance with the provisions of this Indentureobligor, including without limitation by release or discharge, with respect to (i) the Credit Agreement, (ii) any other First Lien Obligations or Junior Lien Obligations and (iii) any other Indebtedness incurred pursuant to Section 4.10 4.09(b)(1) hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (bd) Upon upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.; (ce) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof; (f) upon the liquidation or dissolution of such Guarantor; provided no Default or Event of Default has occurred that is continuing; or (g) upon such Guarantor consolidating with, each merging into or transferring all of its properties or assets to the Issuer or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor will be released and relieved dissolving or otherwise ceasing to exist; Upon delivery by the Issuer to the Trustee of an Officer’s Certificate to the effect that any of the conditions described in the foregoing clauses (a) – (g) has occurred, the Trustee shall execute any documents reasonably requested by the Issuer in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations Obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, and interest on the Notes and for the other obligations Obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event that any Guarantor became a Guarantor following the date of this Indenture pursuant to Section 4.17 hereof, such Guarantor shall be automatically released and relieved of any obligations under its Note Guarantee if such Guarantor would not then otherwise be required to provide a Note Guarantee in accordance with Section 4.17 hereof. (b) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, Guarantor (including by way of merger, amalgamation, combination, consolidation or otherwise, ) or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will shall be automatically released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions net cash proceeds of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made are applied in a manner not prohibited by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will shall be automatically released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will shall be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any a (i) sale or other disposition of all of or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or any other Guarantor, (ii) a Restricted termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the Company or any other guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of Targa Resources Partnersthe Indenture, then such Guarantor (upon the occurrence of an event described in the event clauses (ii), (iii) or (iv) of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantorthis paragraph) or the Person corporation acquiring the properties or assets property (upon the occurrence of an event described in the event clause (i) of a sale or other disposition of all or substantially all of the properties or assets of such Guarantorthis paragraph) will be released and relieved of any obligations under its Note Subsidiary Guarantee; provided that the Net Proceeds, if any, of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionIndenture. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersthe Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Subsidiary Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, if the sale or other disposition does not violate Section 4.10 hereof and is permitted by all of the Secured Debt Documents then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the applicable Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and is permitted by all of the Secured Debt Documents and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that the Net Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation are applied in accordance with Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers applicable Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any the Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this IndentureIndenture and as permitted by the Secured Debt Documents, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 10.06 will remain liable for the full amount of principal of of, premium on, if any, and interest and premium and Liquidated Damagesinterest, if any, on the applicable Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources ▇▇▇▇▇ Energy Partners or a Restricted Subsidiary of Targa Resources ▇▇▇▇▇ Energy Partners, or (ii) of all of the Capital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of ▇▇▇▇▇ Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (c) At such time as Upon release or discharge of the Guarantee by any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under a Credit Facility or the Guarantee that resulted in the creation of a Note Guarantee, such Guarantor will be released and relieved of any Credit Facilityobligations under its Note Guarantee and its other obligations under this Indenture; provided, however, that release or discharge of the Guarantee by such Guarantor with respect to Indebtedness under the Existing Senior Notes occurs prior to or contemporaneously therewith; provided, further, however that if, at any time following such release, that Guarantor incurs a Guarantee later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timetime if required in accordance with Section 4.18 hereof. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and all of its other obligations under this Indenture. (e) Upon the merger, amalgamation or consolidation of any Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will be relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest interest, and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Guarantee of any Guarantor will be automatically released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of a Guarantor (including by way of merger or consolidation) to such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided Person that is not the Company or a Guarantor if the sale or other disposition does not violate the applicable other provisions of this Indenture, including without limitation Section 4.10 hereof; or (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor ceases is released, the Company shall deliver to be a Restricted Subsidiary of Targa Resources Partners as a result the Trustee an Officers’ Certificate stating and certifying the identity of the sale or other dispositionreleased Guarantor, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale the conditions of any of clauses (a) or other disposition was made by the Issuers (b) of this Section 13.05 have been met with respect to a Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 13.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 10XIII notwithstanding the release of any other Guarantor.

Releases. The Note Guarantee of a Guarantor shall be released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (bc) Upon upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.; (d) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each ; (e) upon the liquidation or dissolution of such Guarantor will be released provided no Default or Event of Default has occurred that is continuing; (f) at such time as such Guarantor ceases both (a) to Guarantee any other Indebtedness of either of the Issuers and relieved any Indebtedness of any obligations other Guarantor (except as a result of payment under any such other Guarantee) and (b) to be an obligor with respect to any Indebtedness under any Credit Facility; or (g) upon such Guarantor consolidating with, merging into or transferring all of its Note Guaranteeproperties or assets to either of the Issuers or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest and Additional Interest, if any, on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer's Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as and to the extent provided in this Article 10.

Releases. (a) In the event of of: (1) any sale or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then the corporation acquiring the property will be released automatically and relieved of any obligations under the Note Guarantee; or (2) any sale or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Subsidiary Guarantor (in ceases to be a Restricted Subsidiary of the event Company as a result of a the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee. (b) Upon release of a Guarantor’s guarantee under the Credit Agreement, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. (e) Upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or any Guarantor or upon the liquidation of such Guarantor, in compliance with the applicable provisions of the Indenture, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note In connection with any release specified above, the Trustee will, at the request and expense of the Company, execute any documents reasonably necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of accordance with these provisions, subject to customary protections and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10indemnifications.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of the Capital Stock of such GuarantorGuarantor following which the applicable Guarantor is no longer a Restricted Subsidiary) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 3.09 hereof or Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation does not violate Section 3.09 hereof or Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required (in form and substance reasonably satisfactory to the Trustee) in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 VIII hereof or satisfaction and discharge of this Indenture in accordance with Article 11 XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. Upon request, the Trustee shall execute an instrument evidencing the release of such Guarantor (in form and substance reasonably satisfactory to the Trustee). Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.X.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Regency Energy Partners or a Restricted Subsidiary of Targa Resources Regency Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In If in connection with: (i) the event exercise of the First Priority Agent's remedies in respect of the Collateral provided for in Section 4, including any sale sale, lease, exchange, transfer or other disposition of all or substantially all of the properties or assets of such Collateral; or (ii) subject to Section 2(c) below, any Guarantorsale, by way of mergerlease, consolidation or otherwiseexchange, or a sale transfer or other disposition of Capital Stock Collateral permitted or not prohibited under the First Priority Indenture (whether or not an Event of Default, as defined therein, has occurred and is continuing) and permitted or not prohibited under the Second Priority Indenture, the Trustee, for itself or on behalf of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets Senior Lenders, releases any of such Guarantor) will be released and relieved of its Liens on any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result part of the sale Collateral (or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteeguaranty of the Senior Obligations), the Liens, if any, of the Trustee on such Collateral (and the obligations of such Guarantor under its guaranty of the Second Priority Obligations) shall be automatically, unconditionally and simultaneously released (except as provided in the last sentence of Section 2(d)) and the Second Priority Agent, for itself or on behalf of any such holder of Second Priority Notes, shall promptly execute and deliver to the First Priority Agent or the Company such termination statements, releases and other documents as the First Priority Agent or the Company may request to effectively confirm such release. (b) Upon designation The Second Priority Agent, for itself and on behalf of the holders of Second Priority Notes, hereby irrevocably constitutes and appoints the First Priority Agent and any Guarantor officer or agent of the First Priority Agent, with full power of substitution, as an Unrestricted Subsidiary its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with the place and stead of the Second Priority Agent or such holder or in the First Priority Agent's own name, from time to time in the Trustee's discretion, for the purpose of carrying out the terms of this IndentureSection 2, such Guarantor will to take any and all appropriate action and to execute and record any and all documents and instruments which may be released and relieved provided to it as necessary or desirable to accomplish the purposes of this Section 2, including, without limitation, any obligations under its Note Guaranteefinancing statements, endorsements or other instruments or transfer or release. (c) At Notwithstanding anything to the contrary contained herein, in the event that the First Priority Agent releases its Liens on the Collateral because the Senior Obligations have been paid in full, neither the Second Priority Agent nor the holders of Second Priority Notes shall be obligated to release their Liens on any Collateral owned by the Issuers after giving effect to such time as payment and termination (and any Guarantor ceases to guarantee any sale, transfer or other Indebtedness disposition of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness Collateral occurring in connection therewith contemplated under any Credit Facilitythis Agreement); provided, however, that ifin connection with any refinancing or replacement of all or any portion of the Senior Obligations prior to the occurrence of a Proceeding, at the Second Priority Agent, on behalf of each holder of Second Priority Notes, shall, if requested by the Company or the existing or new holders of the Senior Obligations, execute an intercreditor agreement on substantially the same terms as this Agreement with the lenders under such refinancing or replacement. Furthermore, if the Senior Obligations have been paid in full in connection with any time following sale, transfer or other disposition of Collateral contemplated under this Agreement, the Liens held by the holders of the Second Priority Notes shall not be automatically released with respect to the proceeds of such releasesale, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timetransfer or other disposition of Collateral which remain after the Senior Obligations have been paid in full. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of Notwithstanding any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided provision to the contrary contained in this Section 10.05 will remain liable for 2, no portion of the full amount Collateral may be released from the Second Priority Note Documents unless Company shall have complied with the provisions of principal Section 314(c) and 314(d) of and interest and premium and Liquidated Damagesthe Trust Indenture Act, if anyapplicable, on and shall have furnished evidence of such compliance (or evidence that no compliance is needed) satisfactory to the Notes Second Priority Agent and for the other obligations of any Guarantor under this Indenture as provided in this Article 10First Priority Agent.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In On the event Termination Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any sale instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other disposition of all documents reasonably necessary or substantially all desirable for the release of the properties or assets Liens created hereby on such Collateral. At the request and sole expense of any Guarantorthe Parent Borrower, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (shall be released from its obligations hereunder in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of that (i) all the Capital Stock of such GuarantorSubsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or (ii) such Subsidiary Guarantor becomes an Unrestricted Subsidiary or otherwise ceases to be required to be a Subsidiary Guarantor under the Person acquiring terms of the properties or assets Credit Agreement (in the event other than as a result of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeSubsidiary Guarantor becoming a non-Wholly Owned Subsidiary); provided that sale the Parent Borrower shall have delivered to the Administrative Agent, at least two Business Days (or other disposition does not violate such shorter period as agreed by the applicable provisions Administrative Agent in its reasonable discretion) prior to the date of this Indenturethe proposed release, including without limitation Section 4.10 hereof, a written request for release identifying the relevant Subsidiary Guarantor and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result the terms of the sale or other disposition. Upon delivery disposition or other occurrence in reasonable detail, including in the case of a sale of the Capital Stock of such Subsidiary Guarantor the price thereof and any expenses in connection therewith, together with a certification by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Parent Borrower stating that such sale or other disposition was made by the Issuers transaction is in accordance compliance with the provisions of this Indenture, including without limitation Section 4.10 hereof, Credit Agreement and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10Loan Documents.

Releases. Concurrently with any sale of assets (a) In including, if applicable, all of the Equity Interests of any Subsidiary Guarantor), any Liens in favor of the Trustee on the assets sold thereby shall be released; provided that in the event of an Asset Disposition, the Net Available Cash from such sale or other disposition are treated in accordance with the provisions of Section 4.07 hereof. The Guarantee and all other obligations under this Indenture of a Subsidiary Guarantor will be released: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners ARP or a Restricted Subsidiary Subsidiary, if the Company applies the Net Available Cash of Targa Resources Partners, then such Guarantor (in the event of a that sale or other disposition, by way of merger, consolidation disposition in accordance with Section 4.07 hereof; or otherwise, of Capital Stock of such Guarantor(ii) or the Person acquiring the properties or assets (in the event of a connection with any sale or other disposition of all or substantially all of the properties Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or assets after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company applies the Net Available Cash of such Guarantorthat sale in accordance with Section 4.07 hereof; or (iii) will be released if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) upon Legal Defeasance pursuant to Article 8 hereof or upon satisfaction and relieved discharge of any obligations under its Note Guarantee; this Indenture pursuant to Article 11 hereof, provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases it is then no longer an obligor with respect to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionany Indebtedness under any Credit Facility. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, Indenture including without limitation Section 4.10 4.07 hereof, and that or such Guarantor has ceased Guarantee is to be a Restricted Subsidiary released pursuant to the provisions of Targa Resources Partnersthe immediately preceding sentence, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of Guarantee and this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Issuer or a Restricted Subsidiary of Targa Resources Partnersthe Issuer, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Issuer as a result of the sale or other disposition. Upon delivery by the Issuers Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersthe Issuer, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an the Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event Any Guarantor shall be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved that Guarantor complies with Section 4.10 of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and the application of the Net Proceeds therefrom; (ii) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor ceases to be transaction) a Restricted Subsidiary of Targa Resources Partners as a result the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof; or (iv) in connection with any sale or other dispositionof Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with Section 4.10, including the application of the Net Proceeds therefrom. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 10X of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any GuarantorGuarantor (other than the Company), in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary an Affiliate of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, amalgamation, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note GuaranteeGuarantee and the collateral trustee’s Lien on the Collateral of such Guarantor; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, hereof and such the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition; provided that ▇▇▇▇▇▇▇ Corp. will only be released from its Note Guarantee if the proceeds from the sale of its Capital Stock are contributed to the Issuer as common equity (which contribution will be ignored for purposes of Section 4.07 hereof. Upon delivery by the Issuers Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.; (c) At such time as any if a Guarantor ceases to guarantee any other Indebtedness be a Wholly-Owned Subsidiary of an the Issuer or another Guarantor, provided that, if it is also as a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facilityresult of the Joint Venture Transactions; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.or (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The Note Guarantees of ▇▇▇▇▇▇▇ Corp. and its Restricted Subsidiaries will not be released in connection with the ▇▇▇▇▇▇▇ Sale. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesSpecial Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or (i) a sale or other transfer or disposition of all of the Capital Stock of in any Guarantor, in each case Subsidiary Guarantor to a any Person that is not an Affiliate of the Company in compliance with Section 8.9 or (either before or after giving effect to such transactionsii) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other transfer or disposition, by way of merger, consolidation or otherwise, of assets or Capital Stock of a Subsidiary Guarantor substantially as an entirety to a Person that is not an Affiliate of the Company in compliance with the terms of Section 8.9, then, without any further action on the part of the Administrative Agent or any Lender, such Guarantor) Subsidiary Guarantor (or the Person concurrently acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or such assets of such Subsidiary Guarantor) will shall be deemed automatically and unconditionally released and relieved discharged of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions guarantee of this Indenture, including without limitation Section 4.10 hereof, and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale Guaranteed Obligations, as evidenced by a written instrument or other dispositionconfirmation executed by the Administrative Agent, upon the request and at the expense of the Company. Upon delivery by the Issuers Company to the Trustee Administrative Agent of an Officersofficers’ Certificate and an Opinion of Counsel to the effect certificate stating that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this IndentureAgreement, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners8.9, the Trustee Administrative Agent will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guaranteeguarantee of the Guaranteed Obligations. (b) Upon designation In addition, the guarantee of any a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with of the terms of this Indenture, such Guarantor Guaranteed Obligations will be released: (i) if the Subsidiary Guarantor (other than ILFC or any Subsidiary that is or becomes a Subsidiary Guarantor on the Effective Date) ceases to be a guarantor under any Capital Markets Debt or unsecured Credit Facilities, including the guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Guaranteed Obligations, and is released or discharged from all obligations thereunder; or (ii) upon the expiration or termination of the Commitments and relieved the payment in full of any all obligations of the Obligors under its Note Guaranteethis Agreement and under the Committed Notes (other than unasserted contingent indemnification and expense reimbursement obligations). (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Note Guarantee guarantee of the Guaranteed Obligations as provided in this Section 10.05 13.9 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture Guaranteed Obligations as provided in this Article 10Section 13.

Releases. (a) In the event of any sale or other disposition of (1) all or substantially all the assets or Capital Interests of the properties a Guarantor are sold or assets of any Guarantorotherwise transferred, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (either before or after giving effect to such transactions2) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation transfer or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties Capital Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; or assets (3) that a Guarantor shall no longer guarantee (other than by virtue of its Note Guarantee) any Debt under the Credit Agreement, or any other Debt for borrowed money of the Company or any of its Restricted Subsidiaries of at least $25.0 million, then such Guarantor) will Guarantor shall be deemed automatically and unconditionally released and relieved discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors (other than such released Guarantor) and the Trustee, without any further action on the part of the Trustee or any Holder; provided that sale or other disposition does not violate in the applicable provisions case of this Indenture, including without limitation Section 4.10 hereof, clauses (i) and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of (ii) above the sale or other disposition. Upon delivery by the Issuers to the Trustee of Company delivers an Officers’ Certificate and an Opinion of Counsel to the effect Trustee certifying that the net cash proceeds of such sale or other disposition was made by the Issuers will be applied in accordance with Section 4.10; and provided further, that in the provisions case of clause (iii) above, in the event any such released Guarantor shall thereafter Guarantee any Debt of the Company or a Restricted Subsidiary under the Credit Agreement or any other Debt for borrowed money of the Company or any of its Restricted Subsidiaries of at least $25.0 million (or if any released Guarantee (the release of which is a permitted release under clause (iii) above) is reinstated or renewed), then such released Guarantor shall guarantee the Notes on the terms and conditions set forth in this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased subject to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the future release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note GuaranteeSection 10.6. Any Guarantor not released from its obligations under its this Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.X.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Regency Energy Partners or a Restricted Subsidiary of Targa Resources Regency Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) On the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of the Capital Stock of such GuarantorGuarantor following which the applicable Guarantor is no longer a Restricted Subsidiary) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 3.09 hereof or Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation does not violate Section 3.09 hereof or Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required (in form and substance reasonably satisfactory to the Trustee) in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 VIII hereof or satisfaction and discharge of this Indenture in accordance with Article 11 XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon the Company delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with, and upon receipt of written request of the Company, the Trustee shall execute an instrument evidencing the release of such Guarantor (in form and substance reasonably satisfactory to the Trustee). Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of of, and interest and premium and Liquidated Damagespremium, if any, on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.X.

Releases. The Note Guarantee of a Guarantor shall be released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate Section 5.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the applicable provisions Company or a Restricted Subsidiary of this Indenturethe Company, including without limitation if the sale or other disposition does not violate Section 4.10 hereof, 5.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (bc) Upon upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, ; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 9 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof; (e) upon the liquidation or dissolution of such Guarantor will be released and relieved provided no Default or Event of any obligations under its Note Guarantee.Default has occurred that is continuing; (cf) At at such time as any such Guarantor ceases both (a) to guarantee Guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also either of the Issuers and any Indebtedness of any other Guarantor (except as a Domestic Subsidiary, it is no longer result of payment under any such other Guarantee) and (b) to be an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then or (g) upon such Guarantor shall be required consolidating with, merging into or transferring all of its properties or assets to provide either of the Issuers or another Guarantor, and as a Note Guarantee at result of, or in connection with, such time. (d) Upon Legal transaction such Guarantor dissolving or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guaranteeotherwise ceasing to exist. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and of, or premium and Liquidated Damagesor interest, if any, on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets property will be automatically released and relieved of any obligations under the Note Guarantee; (in b) In the event of a any sale or other disposition of all or substantially all of the properties Capital Stock of any Guarantor to a Person that is not (either before or assets after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor) Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (e) If such Guarantor no longer constitutes a Domestic Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (f) If determined in good faith by the Company that a liquidation, dissolution or merger out of existence of such Guarantor is in the best interests of the Company and is not materially disadvantageous to the Holders, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Note Guarantee of any Guarantor, and the Collateral Agent’s and Israeli Security Trustee’s Lien on the Collateral of such Guarantor, will be released: (a) In the event of in connection with any sale or other disposition of all or substantially all all, of the properties or assets of any Guarantor, a Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to such Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary if the sale or other disposition does not violate Section 4.14 (for the avoidance of doubt, it is understood that the acquiror of such assets only shall be released from the Note Guarantee and not the seller or other transferor of such assets); (b) in connection with any sale or other disposition of Capital Stock of any Guarantor, in each case that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources PartnersSubsidiary, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate Section 4.14 and the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition; or (c) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor. Notwithstanding the foregoing, no Guarantor shall be released from its Note Guarantee for so long as such Guarantor guarantees, is an obligor of, or provides credit support for, any Indebtedness of the Company or its Restricted Subsidiaries. If the Note Guarantee of any Guarantor is released, the Company shall deliver to the Trustee and the Collateral Agent an Officers’ Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Issuers Company to the Trustee and the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers conditions of any of clauses (a) through (c) of this Section 12.05 have been met with respect to a Guarantor in accordance with the provisions of this Indenture, including without limitation limitation, in the case of Section 4.10 12.05(a) hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources PartnersSection 4.14 hereof, the Trustee and the Collateral Agent, as applicable, will execute any documents reasonably required requested by the Company and such Guarantor in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 12.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1012.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will shall be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation In the event of any the release or discharge of a guarantee by a Guarantor of Indebtedness or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as an Unrestricted Subsidiary in accordance with the terms a result of this Indenturepayment under such guarantee, such Guarantor will shall be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer If the legal defeasance option is exercised or another Guarantor, provided that, if it this Indenture is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance otherwise discharged in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will shall be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, 4.09; and provided further that such Guarantor ceases to be a Restricted Subsidiary release shall not become effective until all such applicable provisions of Targa Resources Partners as a result of the sale or other dispositionthis Indenture have been complied with in full. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners4.09, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note GuaranteeGuarantee and any Security Documents to which it is a party. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and any Security Documents to which it is a party. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof12, each Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and any Security Documents to which it is a party. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In If in connection with: (i) the event exercise of the First Priority Agent’s remedies in respect of the Collateral provided for in Section 4, including any sale sale, lease, exchange, transfer or other disposition of all or substantially all of the properties or assets of such Collateral; or (ii) subject to Section 2(c) below, any Guarantorsale, by way of mergerlease, consolidation or otherwiseexchange, or a sale transfer or other disposition of Capital Stock Collateral permitted or not prohibited under the First Priority Indenture (whether or not an Event of Default, as defined therein, has occurred and is continuing) and permitted or not prohibited under the Second Priority Indenture, the Trustee, for itself or on behalf of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets Senior Lenders, releases any of such Guarantor) will be released and relieved of its Liens on any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result part of the sale Collateral (or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteeguaranty of the Senior Obligations), the Liens, if any, of the Trustee on such Collateral (and the obligations of such Guarantor under its guaranty of the Second Priority Obligations) shall be automatically, unconditionally and simultaneously released (except as provided in the last sentence of Section 2(d)) and the Second Priority Agent, for itself or on behalf of any such holder of Second Priority Notes, shall promptly execute and deliver to the First Priority Agent or the Company such termination statements, releases and other documents as the First Priority Agent or the Company may request to effectively confirm such release. (b) Upon designation The Second Priority Agent, for itself and on behalf of the holders of Second Priority Notes, hereby irrevocably constitutes and appoints the First Priority Agent and any Guarantor officer or agent of the First Priority Agent, with full power of substitution, as an Unrestricted Subsidiary its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with the place and stead of the Second Priority Agent or such holder or in the First Priority Agent’s own name, from time to time in the Trustee’s discretion, for the purpose of carrying out the terms of this IndentureSection 2, such Guarantor will to take any and all appropriate action and to execute and record any and all documents and instruments which may be released and relieved provided to it as necessary or desirable to accomplish the purposes of this Section 2, including, without limitation, any obligations under its Note Guaranteefinancing statements, endorsements or other instruments or transfer or release. (c) At Notwithstanding anything to the contrary contained herein, in the event that the First Priority Agent releases its Liens on the Collateral because the Senior Obligations have been paid in full, neither the Second Priority Agent nor the holders of Second Priority Notes shall be obligated to release their Liens on any Collateral owned by the Issuers after giving effect to such time as payment and termination (and any Guarantor ceases to guarantee any sale, transfer or other Indebtedness disposition of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness Collateral occurring in connection therewith contemplated under any Credit Facilitythis Agreement); provided, however, that ifin connection with any refinancing or replacement of all or any portion of the Senior Obligations prior to the occurrence of a Proceeding, at the Second Priority Agent, on behalf of each holder of Second Priority Notes, shall, if requested by the Company or the existing or new holders of the Senior Obligations, execute an intercreditor agreement on substantially the same terms as this Agreement with the lenders under such refinancing or replacement. Furthermore, if the Senior Obligations have been paid in full in connection with any time following sale, transfer or other disposition of Collateral contemplated under this Agreement, the Liens held by the holders of the Second Priority Notes shall not be automatically released with respect to the proceeds of such releasesale, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timetransfer or other disposition of Collateral which remain after the Senior Obligations have been paid in full. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of Notwithstanding any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided provision to the contrary contained in this Section 10.05 will remain liable for 2, no portion of the full amount Collateral may be released from the Second Priority Note Documents unless Company shall have complied with the provisions of principal Section 314(c) and 314(d) of and interest and premium and Liquidated Damagesthe Trust Indenture Act, if anyapplicable, on and shall have furnished evidence of such compliance (or evidence that no compliance is needed) satisfactory to the Notes Second Priority Agent and for the other obligations of any Guarantor under this Indenture as provided in this Article 10First Priority Agent.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released without any further action by any Person in the event that: (a) In the event of any sale there is a sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary, including by way of a dividend of the Capital Stock of such Guarantor to the stockholders of the Company), or all or substantially all the assets, of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case applicable Guarantor to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company where such sale, then such Guarantor (in the event of a sale disposition or other disposition, transfer is not prohibited by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions terms of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (b) Upon designation of any Guarantor if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as an Unrestricted Subsidiary described under Article 8 or if its obligations under this Indenture are discharged in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations Indenture as described under its Note Guarantee.Article 12; (c) At in the case of the Note Guarantees issued on the Issue Date, upon the release or discharge of the Guarantee by such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any the Credit Facility; providedAgreement, howeveror, in all other cases, the release or discharge of such other Guarantee that ifresulted in the creation of such Note Guarantee, at any time following except, in each case, a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that Guarantor incurs a if any such Guarantee under a Credit Facilityis so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary would then such Guarantor shall be required to provide a Note Guarantee pursuant to Section 4.14); provided that the Guarantees by such Guarantor of the Existing Notes are also released at or prior to such time.; or (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved the designation of any obligations under its Note Guarantee. Any Restricted Subsidiary that is a Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10an Unrestricted Subsidiary.

Releases. (a) In the event The Note Guarantee of a Guarantor shall be released (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or Company if the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions Section 4.10 of this Indenture, including without limitation Section 4.10 hereof, and Indenture or (ii) in connection with any sale or other disposition of the Capital Stock of that Guarantor such that the Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the Company or Capital, if the sale or other dispositiondisposition does not violate Section 4.10 of the Indenture. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will shall be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will shall be released and relieved of any obligations under its Note Guarantee. Upon the consummation of the Migration, the Guarantee of Capital and its Foreign Subsidiaries shall be released. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will 11.06 shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Note Guarantee of a Guarantor other than the Parent shall be released: (a) In the event of in connection with any sale sale, exchange, transfer or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation consolidation, amalgamation, dividend, distribution or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case ) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Parent or a Restricted Subsidiary of Targa Resources Partnersthe Parent, then such Guarantor (in if the event of a sale or other dispositionsale, by way of mergerexchange, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale transfer or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (b) in connection with any sale, exchange, transfer or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary of the Parent, if the sale, exchange, transfer or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Parent as a result of the sale sale, exchange, transfer or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. ; (bc) Upon upon designation of any such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, ; (d) upon the liquidation or dissolution of such Guarantor will be released and relieved provided no Default or Event of any obligations under its Note Guarantee. Default has occurred that is continuing; (ce) At at such time as any such Guarantor ceases to guarantee borrow under the Credit Agreement or Guarantee any indebtedness incurred thereunder or any other Indebtedness (other than the Notes) of an the Issuer or any Guarantor in excess of the De Minimis Guaranteed Amount; (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Issuer or another Guarantor, provided thatand as a result of, if it is also a Domestic Subsidiaryor in connection with, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then transaction such Guarantor shall be required dissolving or otherwise ceasing to provide a exist; or (g) at such time as such Guarantor constitutes an Excluded Subsidiary. In addition, the Note Guarantee at such time. (d) Upon of any Guarantor will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, if the sale or other disposition does not otherwise violate Section 4.12 hereof (and subject to Section 11.04 hereof), then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; (in b) In the event of any sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that sale the Net Cash Proceeds of such sale, assignment, transfer, conveyance, or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 4.12 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale sale, assignment, transfer, conveyance, or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 4.12 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time[Reserved]. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the liquidation or dissolution of a Subsidiary Guarantor. (f) Upon such Subsidiary Guarantor becoming an Insurance Subsidiary, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (g) Upon such Subsidiary Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Company or another Subsidiary Guarantor, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 1011.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section Sections 3.09 and 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionIndenture. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this the Indenture, including without limitation Section Sections 3.09 and 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersthe Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of If the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms applicable provisions of this the Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as The Guarantors will be released and relieved of any Guarantor ceases to guarantee obligations under their Note Guarantees upon any other Indebtedness legal defeasance in accordance with the terms of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such timethis Indenture. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each A Guarantor will be released and relieved of any obligations under its Note Guarantee. Guarantee if such Guarantor is or becomes a Receivables Subsidiary. (e) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted another Subsidiary of Targa Resources Partnersthe Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or another Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Note Guarantee; provided ; (c) In the event that sale or other disposition does not violate any Subsidiary of the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Company that is a Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result guarantee Material Indebtedness of the sale or other disposition. Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Note Guarantee of a Guarantor has been released in accordance with the provisions of this IndentureSection 13.05(a), including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners(b) or (c), the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (be) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 13.05 will remain liable for the full amount of the principal of of, interest on, and interest and premium and Liquidated Damagesthe Fundamental Change Repurchase Price, if any, on and the Redemption Price, if any, with respect to, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1013.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged and such Guarantor will be relieved of any Obligations under its Note Guarantee: (a) In the event of in connection with any sale sale, exchange, transfer or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor and as otherwise permitted by this Indenture; (b) in the event of a connection with any sale exchange, transfer or other dispositiondisposition of Capital Stock of that Guarantor, by way of merger, consolidation consolidation, dividend distribution or otherwiseotherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, of Capital Stock of such Guarantor) or if the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of is otherwise permitted by this Indenture and the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by ; (c) if the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect Company designates any Restricted Subsidiary that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such is a Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, Indenture or an event occurs as a result of which the Guarantor is no longer a Restricted Subsidiary; upon the release or discharge of the Guarantee of such Guarantor will be released and relieved from all of its Guarantees of payment (i) by the Company of any obligations Indebtedness of the Company under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor as a result of its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any of other Indebtedness of an Issuer the Company or another Guarantora Guarantor pursuant to Section 4.16 hereof by the Company or the applicable Guarantor of the relevant Indebtedness, provided that, if except a discharge or release of the Guarantee by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is also still considered a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.); (d) Upon upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (e) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of this Indenture; (f) upon the achievement of Investment Grade Status by the notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date; and (g) as described under Article 9 hereof. Notwithstanding the foregoing, neither the consent nor the acknowledgement of the Trustee shall be necessary to effect any such release. None of the Trustee, the Company or any Guarantor will be released required to make a notation on the Notes or the Note Guarantees to reflect any such release, termination or discharge. Upon request of the Company and relieved delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 10.05 has been met, the Trustee will execute any documents reasonably required in order to evidence the release of a Guarantor from its obligations under its Note Guarantee. In connection with any release under clauses (a) and (b) above, the Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable provisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) property will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition such transaction does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required requested by the Company or such Guarantor in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of the Capital Stock of any Guarantor, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that (i) such transaction does not violate Section 4.10 hereof and (ii) such Guarantor ceases to be a Subsidiary of the Company as a result of such sale or other disposition. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company or such Guarantor in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the liquidation or dissolution of a Guarantor; provided that no Default or Event of Default has occurred and is continuing, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will shall be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will shall be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will shall be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will 11.05 shall remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. A Notes Guarantee of a Notes Guarantor shall be automatically and unconditionally released and discharged upon: (a) In the event case of a Subsidiary Guarantor, any sale sale, transfer or other disposition of all or substantially all of the properties or assets of any Guarantor, such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Issuer or a Restricted Subsidiary of Targa Resources Partnersthe Issuer, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions Section 4.10 of this Indenture; (b) In the case of a Subsidiary Guarantor, any sale, transfer or other disposition of Capital Stock of such Subsidiary Guarantor (including without limitation Section 4.10 hereofby way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, and if after such sale, transfer or disposition, the Subsidiary Guarantor ceases would cease to be a Restricted Subsidiary of Targa Resources Partners as a result of and the sale or other disposition. Upon delivery disposition does not violate Section 4.10 of this Indenture; (c) the exercise by the Issuers to Issuer of its Legal Defeasance option or its Covenant Defeasance option or the Trustee of an Officers’ Certificate satisfaction and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions discharge of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be in each case as provided under Article VIII; (d) in the case of a Restricted Subsidiary of Targa Resources PartnersGuarantor, the designation of such Subsidiary Guarantor by the Issuer as an Unrestricted Subsidiary in accordance with Section 4.16; or (e) such time as Holdings or such Subsidiary Guarantor, as applicable, is released from its obligations under any (i) Debt Facility of the Issuer or any Subsidiary Guarantor (including, without limitation, the Senior Secured Credit Agreement) and (ii) any Capital Markets Debt issued by the Issuer or any Subsidiary Guarantor, in each case, with an aggregate principal amount or commitment amount, as the case may be, in excess of $55.0 million and no Event of Default has occurred and is continuing. The Trustee will shall execute any documents reasonably required requested by the Issuer in writing in order to evidence the release of any Notes Guarantor from its obligations under its Note Guarantee. (b) Upon designation Notes Guarantee at the Issuer’s direction and expense. With their acquisition of the Notes, the Holders of the Notes have acknowledged that any release of a Notes Guarantor as an Unrestricted Subsidiary in accordance with this Section 10.5 shall be deemed not to impair the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor Holder’s repayment rights with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guaranteethe Notes. Any Notes Guarantor not released from its obligations under its Note Notes Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Notes Guarantor under this Indenture as provided in this Article 10.X.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) property will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition such transaction does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 4.12 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 4.12 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required requested by the Company or such Guarantor in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of the Capital Stock of any Guarantor, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that (i) such transaction does not violate Section 4.12 hereof and (ii) such Guarantor ceases to be a Subsidiary of the Company as a result of such sale or other disposition. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with Section 4.12 hereof, the Trustee will execute any documents reasonably requested by the Company or such Guarantor in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the liquidation or dissolution of a Guarantor; provided that no Default or Event of Default has occurred and is continuing, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties assets or assets all of the Capital Stock of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (d) Upon the release of such Guarantor’s Guarantees under the ABL Credit Facility (other than a release as a result of payment under or a discharge of such Guarantee) or the Guarantor being released or discharged from all of its obligations as a borrower or guarantor under the Capital Markets Indebtedness that gave rise to the requirement that such Guarantor provide such Guarantee as provided under Section 4.20, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.06 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. The Note Guarantee of any Guarantor, and the Collateral Agent’s and Israeli Security Trustee’s Lien on the Collateral of such Guarantor, will be released: (a) In the event of in connection with any sale or other disposition of all or substantially all all, of the properties or assets of any Guarantor, a Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) to such Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary if the sale or other disposition does not violate ‎Section 4.14 (for the avoidance of doubt, it is understood that the acquiror of such assets only shall be released from the Note Guarantee and not the seller or other transferor of such assets); (b) in connection with any sale or other disposition of Capital Stock of any Guarantor, in each case that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources PartnersSubsidiary, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate ‎Section 4.14 and the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition; or (c) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor. Notwithstanding the foregoing, no Guarantor shall be released from its Note Guarantee for so long as such Guarantor guarantees, is an obligor of, or provides credit support for, any Indebtedness of the Company or its Restricted Subsidiaries. If the Note Guarantee of any Guarantor is released, the Company shall deliver to the Trustee and the Collateral Agent an Officers’ Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Issuers Company to the Trustee and the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers conditions of any of clauses ‎(a) through ‎(c) of this ‎Section 12.05 have been met with respect to a Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.10 limitation, in the case of ‎Section 12.05(a) hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners‎Section 4.14 hereof, the Trustee and the Collateral Agent, as applicable, will execute any documents reasonably required requested by the Company and such Guarantor in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 ‎Section 12.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.‎Article 12. ‌ ​

Releases. (a) In the event of any sale or other disposition Disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale the Net Proceeds of such Disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. (b) In the event of any Disposition of Capital Stock of a Guarantor to a Person that is not (either before or other disposition does not violate after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that (i) the Net Proceeds of such Disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and (ii) such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate such Disposition and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that (iii) such Guarantor has ceased to be a Restricted Subsidiary no longer guarantees the Second Lien Notes (or any Permitted Refinancing Indebtedness in respect thereof in reliance on clause (12) of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release definition of any Guarantor from its obligations under its Note Guarantee"Permitted Liens"). (bc) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 VIII hereof or satisfaction and discharge of this Indenture in accordance with Article 11 XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) If any Guarantor ceases to be a Subsidiary of the Company as a result of any foreclosure of any pledge or security interest securing RCF/Hedging Obligations such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the proceeds, including Proceeds of Notes Priority Collateral (after giving effect to the last sentence of Section 4.10(a) hereof and Section 4.1(d) of the First Lien Intercreditor Agreement), of such foreclosure have been applied in accordance with the provisions of this Indenture, the Security Documents and the First Lien Intercreditor Agreement. (f) Upon the release of any Guarantor from its Note Guarantee with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX hereof, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (g) Upon the release of StateAppleton StateCanada from its guarantee of all other material Indebtedness, StateAppleton StateStateCanada shall automatically be released and relieved of any obligations under its Note Guarantee. At the Company's request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to clauses (a), (b), (c), (d), (e), (f) and (g) of this Section 10.05; provided that, for any release of a Guarantor from its obligations under its Note Guarantee pursuant clause (a), the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that such Disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.X.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a any sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other dispositionsale, by way of merger, consolidation or otherwise, of the Capital Stock of such GuarantorGuarantor and so long as immediately following such sale such Guarantor is no longer a Restricted Subsidiary) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Subsidiary Guarantee; provided PROVIDED that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Subsidiary Guarantee. (b) Upon designation of . If the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, Section 4.18 then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Subsidiary Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. Any Guarantor (other than the Company (except in the case of clause (e) below)) will be released and relieved of any Obligations under its Note Guarantee: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company, the Issuer or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of that Guarantor complies with Section 4.10; provided, however, that such GuarantorGuarantor is also released from its Obligations granted in connection with, the Credit Agreements, the 9% Notes and any other Indebtedness of the Company, the Issuer or any Restricted Subsidiary of the Company; (b) will be released and relieved of in connection with any obligations under its Note Guarantee; provided that sale or other disposition does of all of the Capital Stock of a Guarantor to a Person that is not violate (either before or after giving effect to such transaction) the applicable provisions of this IndentureCompany, including without limitation Section 4.10 hereof, and such Guarantor ceases to be the Issuer or a Restricted Subsidiary of Targa Resources Partners the Company, if the sale or other disposition of all such Capital Stock of that Guarantor complies with Section 4.10; provided, however, that such Guarantor is released from its Obligations granted in connection with, the Credit Agreements, the 9% Notes and any other Indebtedness of the Company, the Issuer or any Restricted Subsidiary; (c) upon the contemporaneous or substantially contemporaneous contemporaneous release or discharge of such Guarantor as a guarantor or borrower in respect of the Credit Agreements or the 9% Notes, except (x) a release, discharge or termination by or as a result of the sale payment under such instrument or other disposition. Upon delivery by the Issuers (y) to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that extent such Guarantor has ceased is otherwise required to be provide a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order Guarantee pursuant to evidence the release of any Guarantor from its obligations under its Note GuaranteeSection 4.16. (bd) Upon designation of if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary Subsidiary; (e) if the Issuer exercises its Legal Defeasance option or its Covenant Defeasance option as described in Sections 8.02 or 8.03 or if its Obligations under this Indenture are discharged in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.; or (cf) At if the Guarantee by such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on of, and all pledges and security interests, if any, granted by such Guarantor in connection with, all Indebtedness of the Company or any Restricted Subsidiary the Guarantee of which by such Guarantor (or the pledge of assets by such Guarantor in connection therewith) would have required such Guarantor to Guarantee the Notes and for pursuant to Section 4.09 (including, without limitation, the other obligations of any Guarantor under this Indenture as provided in this Article 10Credit Agreements), have been released.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any GuarantorGuarantor (other than Parent), by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Parent or a Restricted Subsidiary of Targa Resources Partnersthe Parent, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (b) In the event of any sale or other disposition of Capital Stock of any Guarantor (other than the Parent) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary of the Parent and such Guarantor ceases to be a Restricted Subsidiary of the Parent as a result of the sale or other disposition, then such Guarantor (in other than the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such GuarantorParent) will be released and relieved of any obligations under its Note Guarantee; provided provided, in both cases, that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 4.14 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 4.14 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor (other than Parent) from its obligations under its Note Guarantee. (bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor (other than the Parent) will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 13 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 16.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on interest and Additional Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1016.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Parent, the Issuer or a Restricted Subsidiary of Targa Resources PartnersSubsidiary, then such Guarantor will be released and relieved of any obligations under the Note Guarantee and the Person acquiring such assets shall not be obligated under the Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent, the Issuer or a Restricted Subsidiary, and such Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that provided, in both cases of the foregoing clauses (a) and (b), such sale or other disposition does not violate Section 4.10 hereof and that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Issuer to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (bc) Upon designation of any such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (cd) At such time as any Upon a dissolution of the Subsidiary Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantorthat is permitted under this Indenture, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall will be required to provide a released and relieved of any obligations under its Note Guarantee at such timeGuarantee. (de) Upon the release of the Subsidiary Guarantor’s guarantee under all applicable Triggering Indebtedness, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (f) Upon repayment in full of the Notes, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (g) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, premium and Liquidated Damageson, if any, on and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted another Subsidiary of Targa Resources Partnersthe Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee; (in b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or another Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of then such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Note Guarantee; provided ; (c) In the event that sale or other disposition does not violate any Subsidiary of the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Company that is a Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result guarantee Material Indebtedness of the sale or other disposition. Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Note Guarantee of a Guarantor has been released in accordance with the provisions of this IndentureSection 13.05(a), including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners(b) or (c), the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (be) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 13.05 will remain liable for the full amount of the principal of of, interest (including any Additional Interest) on, and interest and premium and Liquidated Damagesthe Fundamental Change Repurchase Price, if any, on and the Redemption Price, if any, with respect to, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1013.

Releases. (a) In Guarantor consents and agrees that, without notice to or by Guarantor and without affecting or impairing the event obligations of any sale Guarantor hereunder, Agent may, by action or other disposition inaction, compromise or settle, extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to enforce, or otherwise not enforce, or may, by action or inaction, release all or substantially all any one or more parties to, any one or more of the properties terms and provisions of the Loan Agreement or assets of any Guarantor, by way of merger, consolidation other Loan Document or otherwisemay grant other indulgences to Borrowers in respect thereof, or a sale may amend or other disposition of Capital Stock of modify in any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released manner and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release(or from time to time) any one or more of the Loan Agreement or any other Loan Document, that Guarantor incurs a Guarantee under a Credit Facilityor may, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal by action or Covenant Defeasance in accordance with Article 8 hereof inaction, release or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of substitute any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagesother guarantor, if any, on of the Notes and Guarantied Obligations, or may enforce, exchange, release, or waive, by action or inaction, any security for the Guarantied Obligations or any other guaranty of the Guarantied Obligations, or any portion thereof. Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired or reduced by the occurrence of any one or more of the following events: (i) any Insolvency Proceeding affecting Borrowers, Guarantor under or any other guarantor of all or any part of the Guarantied Obligations, or any of their respective property; (ii) any failure by Agent to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guarantied Obligations or this Indenture as provided Guaranty; (iii) the impairment of any collateral securing all or any part of the Guarantied Obligations or this Guaranty (including without limitation the negligent impairment) or (iv) any other act or circumstance which might otherwise constitute a defense available to, or discharge of, Borrowers, Guarantor or any other guarantor of all or part of the Guarantied Obligations other than the final and unconditional payment in this Article 10full of the Guarantied Obligations.

Releases. (a) In the event of any sale or other disposition disposition, whether in one or a series of related transactions, of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition disposition, whether in one or a series of related transactions, of all of the Capital Stock of any Guarantor, Guarantor in each case compliance with this Agreement to a Person any entity that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale and such acquiring, resulting, surviving or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the transferee Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note any Term Loan Guarantee; provided provided, however, that the Net Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation will be applied in accordance with Section 4.10 5.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee Administrative Agent of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by of the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersforegoing, the Trustee will Administrative Agent shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations Obligation under its Note GuaranteeTerm Loan Guarantee and this Agreement. Any Guarantor not released from its Obligations under its Term Loan Guarantee shall remain liable for the full amount of principal of, and premium, if any, interest on the Term Loans and for the other Obligations of such Guarantor under this Agreement as provided in this Article XII. (b) Upon the designation of any a Guarantor as an Unrestricted Subsidiary in accordance with the terms Terms of this IndentureAgreement, such Guarantor will shall be released and relieved of any its obligations under its Note Guarantee. (c) At such time as any Guarantor ceases this Agreement. Upon delivery by the Company to guarantee any other Indebtedness the Administrative Agent of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer Officers' Certificate and an obligor with respect Opinion of Counsel to any Indebtedness under any Credit Facility; provided, however, the effect that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then the designation of such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance as an Unrestricted Subsidiary was made by the Company in accordance with Article 8 hereof or satisfaction and discharge the 117 provisions of this Indenture in accordance with Article 11 Agreement, including, without limitation, Section 5.07 hereof, each the Administrative Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor will be released and relieved of any obligations from its Obligation under its Note GuaranteeTerm Loan Guarantee and this Agreement. Any Guarantor not released from its obligations Obligations under its Note Term Loan Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of of, and interest and premium and Liquidated Damagespremium, if any, interest on the Notes Term Loans and for the other obligations Obligations of any such Guarantor under this Indenture Agreement as provided in this Article 10XII.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged without the consent of any Holder: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or property and assets of any Guarantor, such Guarantor (including by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case ) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Issuer or a Restricted Subsidiary of Targa Resources Partnersthe Issuer, then if such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Indenture as set forth in Section 4.10 hereof, and 4.10; (b) in connection with any sale or other disposition of all or a portion of the Capital Stock of such Guarantor ceases (so that after giving effect to be such sale or other disposition such Guarantor would no longer qualify as a Subsidiary of the Issuer) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of Targa Resources Partners the Issuer or any other sale, issuance or disposition of Capital Stock of such Guarantor that causes it to cease to be a Subsidiary of the Issuer, in each case, if such sale or other disposition does not violate the provisions of this Indenture set forth under Section 4.10; (c) if the Issuer designates such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this indenture as set forth in Section 4.17; (d) if such Guarantor becomes a Foreign Subsidiary, an Immaterial Subsidiary or an Excluded Regulated Subsidiary; (e) if such Guarantor is released or discharged from (i) its obligations under its guarantee under the Revolving Credit Facility or (ii) its guarantee of Indebtedness that resulted in the obligation of such Guarantor to provide a Note Guarantee if such Guarantor would not then otherwise be required to provide a Note Guarantee, except if a release or discharge is by or as a result of (x) the sale termination or other dispositionrepayment in full of all obligations under the Revolving Credit Facility or (y) payment in connection with the enforcement of remedies under such other guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and, if any such other guarantee of such Guarantor is so reinstated, such Note Guarantee shall also be reinstated); (f) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor or upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (g) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 12; (h) in accordance with Article 9; or (i) if such Guarantor is released from its Note Guarantee in accordance with the terms of the Intercreditor Agreement. Any Guarantor not released from its obligations under its Note Guarantee with the consent of the Holders as provided in Section 9.02 or as provided in this Section 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other Obligations of any Guarantor under this Indenture as provided in this Article 11. Upon delivery by the Issuers Issuer to the Trustee and the Collateral Agent, as applicable, of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers release has occurred in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will and the Collateral Agent, as applicable, shall execute any documents prepared by the Issuer reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. (a1) In Concurrently with any sale of assets (including, if applicable, all of the event Capital Stock of any the Guarantors), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released. If the assets sold in such sale or other disposition (including by way of merger or consolidation) include all or substantially all of the properties or assets of any Guarantor, by way a Guarantor or all of merger, consolidation or otherwise, or a sale or other disposition of the Capital Stock of any a Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way disposition of merger, consolidation or otherwise, all of the Capital Stock of any such Guarantor) or the Person acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantorany of the Guarantors) will shall be released from and relieved of any its obligations under this Indenture and its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionGuarantee made pursuant hereto. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company or the Guarantors, as the case may be, in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor the Guarantors from its their obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guaranteetheir Guarantee made pursuant hereto. Any Guarantor If the Guarantors are not released from its their obligations under its Note Guarantee as provided in this Section 10.05 will their Guarantees, they shall remain liable for the full amount of principal of and interest (including Contingent Interest and premium and Liquidated DamagesAdditional Interest, if any, ) on the Securities and for the other obligations of the Guarantors under this Indenture. (2) Upon the designation of any of the Guarantors as an Excluded Subsidiary in accordance with the terms of this Indenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guarantor shall be released and relieved of all of its obligations under this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guarantor as an Excluded Subsidiary was made by the Company in accordance with the provisions of this Indenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee. Any of the Guarantors not released from their obligations under the Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other obligations of any Guarantor of the Guarantors under this Indenture as provided in this Article 1014. (3) Upon any Guarantor being released from its guarantees of, and all pledges and security interests granted in connection with, Indebtedness of the Company or any of its Subsidiaries (other than a Foreign Subsidiary), such Guarantor shall be released and relieved of all of its obligations under this Indenture.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released without any further action by any Person in the event that: (a) In the event of any sale there is a sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary, including by way of a dividend of the Capital Stock of such Guarantor to the stockholders of the Company), or all or substantially all the assets, of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case applicable Guarantor to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company where such sale, then such Guarantor (in the event of a sale disposition or other disposition, transfer is not prohibited by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions terms of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (b) Upon designation of any Guarantor if the Issuers exercise their Legal Defeasance option or their Covenant Defeasance option as an Unrestricted Subsidiary described under Article 8 or if their obligations under this Indenture are discharged in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations Indenture as described under its Note Guarantee.Article 12; (c) At in the case of the Note Guarantees issued on the Issue Date, upon the release or discharge of the Guarantee by such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any the Credit Facility; providedAgreement, howeveror, in all other cases, the release or discharge of such other Guarantee that ifresulted in the creation of such Note Guarantee, at any time following except, in each case, a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that Guarantor incurs a if any such Guarantee under a Credit Facilityis so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary would then such Guarantor shall be required to provide a Note Guarantee pursuant to Section 4.14); provided that the Guarantees by such Guarantor of the Existing Notes are also released at or prior to such time.; or (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved the proper designation of any obligations under its Note Guarantee. Any Restricted Subsidiary that is a Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10an Unrestricted Subsidiary.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) property will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition such transaction does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event of any sale or other disposition of the Capital Stock of any Guarantor, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that (i) such transaction does not violate Section 4.10 hereof and (ii) such Guarantor ceases to be a Subsidiary of the Company as a result of such sale or other disposition. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (c) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the liquidation or dissolution of a Guarantor; provided that no Default or Event of Default has occurred and is continuing, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damagespremium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged without the consent of any Holder: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or property and assets of any Guarantor, such Guarantor (including by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case ) to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Issuer or a Restricted Subsidiary of Targa Resources Partnersthe Issuer, then if such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Indenture as set forth in Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the 4.10; (b) in connection with any sale or other disposition. Upon delivery by disposition of all or a portion of the Issuers Capital Stock of such Guarantor (so that after giving effect to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by such Guarantor would no longer qualify as a Subsidiary to the Issuers Issuer) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer or any other sale, issuance or disposition of Capital Stock of such Guarantor that causes it to cease to be a Subsidiary of the Issuer, in accordance with each case, if such sale or other disposition does not violate the provisions of this Indenture, including without limitation Indenture set forth under Section 4.10 hereof, and that 4.10; (c) if the Issuer designates such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture, indenture as set forth in Section 4.17; (d) if such Guarantor will be becomes a Foreign Subsidiary, an Immaterial Subsidiary or an Excluded Regulated Subsidiary; (e) if such Guarantor is released and relieved of any or discharged from (i) its obligations under its Note Guarantee. guarantee under the Revolving Credit Facility or (cii) At such time as any Guarantor ceases to its guarantee any other of Indebtedness that resulted in the obligation of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall to provide a Note Guarantee if such Guarantor would not then otherwise be required to provide a Note Guarantee at such time. Guarantee, except if a release or discharge is by or as a result of (dx) Upon Legal the termination or Covenant Defeasance other repayment in accordance with Article 8 hereof or satisfaction and discharge full of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any all obligations under its Note Guarantee. Any Guarantor not released from its obligations the Revolving Credit Facility or (y) payment in connection with the enforcement of remedies under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the such other obligations of any Guarantor under this Indenture as provided in this Article 10.guarantee (it being understood that a release subject to a

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock all of the capital stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other dispositionIndenture. Upon delivery by the Issuers Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this the Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partnersthe Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of In the event the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of the terms of this Indenture, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At In the event the Company designates any Unrestricted Subsidiary Guarantor to no longer be a Guarantor in accordance with the provisions of this Indenture that would be applicable if such time Unrestricted Subsidiary Guarantor were treated as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also were a Domestic Subsidiary, it is no longer Restricted Subsidiary that the Company had designated as an obligor Unrestricted Subsidiary in accordance with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facilityclause (b) above, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. . (d) In the event there is a sale, disposition or transfer of all the assets of a Guarantor to another Guarantor or the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee in connection therewith. (e) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will shall remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article 1011 of the Indenture.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners Sunoco LP or a Restricted Subsidiary of Targa Resources PartnersSunoco LP, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section Sections 3.08 and 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section Sections 3.08 and 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this IndentureSection 4.16 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that, if it is also a Domestic Subsidiary, it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The release of a Guarantor from its Note Guarantee pursuant to this Section 10.05 shall also release such Guarantor from all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of of, and interest and premium and Liquidated Damagespremium, if any, on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

Releases. The Note Guarantee of a Guarantor shall be released: (a) In the event of in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners the Company as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.; (bc) Upon upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, ; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Indenture in accordance with Article XI hereof; (e) upon the liquidation or dissolution of such Guarantor will be released and relieved provided no Default or Event of any obligations under its Note Guarantee.Default has occurred that is continuing; (cf) At at such time as any such Guarantor ceases both (a) to guarantee Guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also either of the Issuers and any Indebtedness of any other Guarantor (except as a Domestic Subsidiary, it is no longer result of payment under any such other Guarantee) and (b) to be an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then or (g) upon such Guarantor shall be required consolidating with, merging into or transferring all of its properties or assets to provide either of the Issuers or another Guarantor, and as a Note Guarantee at result of, or in connection with, such time. (d) Upon Legal transaction such Guarantor dissolving or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guaranteeotherwise ceasing to exist. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and of, or premium and Liquidated Damagesor interest, if any, on on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.X.

Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners the Company or a Restricted Subsidiary of Targa Resources Partnersthe Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person corporation acquiring the properties or assets property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, ; and provided further that such Guarantor ceases to be a Restricted Subsidiary release shall not become effective until all such applicable provisions of Targa Resources Partners as a result of the sale or other dispositionthis Indenture have been complied with in full. Upon delivery by the Issuers Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note GuaranteeGuarantee and any Security Documents to which it is a party. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and any Security Documents to which it is a party. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 12 hereof, each Guarantor will be released and relieved of any obligations under its Note GuaranteeGuarantee and any Security Documents to which it is a party. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 11.05 will remain liable for the full amount of principal of and interest and premium and Liquidated DamagesAdditional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 1011.

Releases. A Guarantee as to any Guarantor shall be automatically and unconditionally released and discharged upon: (a) (i) In the event of any sale sale, exchange, disposition or other disposition of all or substantially all of the properties or assets of any Guarantortransfer (including through consolidation, by way of mergeramalgamation, consolidation merger or otherwise, or a sale or other disposition ) of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionsx) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor, after which such Guarantor is no longer a Subsidiary, or (y) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor; (ii) will be released and relieved of any obligations under its Note Guarantee; provided other than with respect to each Guarantor that sale or other disposition does not violate is a party to this Indenture on the applicable provisions date of this Indenture, including without limitation Section 4.10 hereofthe release, and discharge or termination of the guarantee by such Guarantor ceases that resulted in the obligation of such Guarantor to be Guarantee the Notes, except a Restricted Subsidiary of Targa Resources Partners release, discharge or termination by or as a result of payment under such guarantee; (iii) the sale consolidation, amalgamation or other disposition. Upon delivery merger of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (iv) pursuant to Article VIII, the Issuer exercising its legal defeasance option or covenant defeasance option or the Issuer’s obligations under this Indenture being discharged; and (b) if evidence of such release and discharge is requested to be executed by the Issuers Trustee, the Issuer delivering, or causing to be delivered, to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenturetransaction, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guaranteethe Guarantee and the execution of such evidence by the Trustee have been complied with. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.