Common use of Designation of Restricted and Unrestricted Subsidiaries Clause in Contracts

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default; provided that in no event will the business currently operated by the Company, Studio City Developments Limited, Studio City Entertainment Limited or Event of DefaultStudio City Hotels Limited be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that re-designation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Company giving effect to such designation and an Officers’ Officer’s Certificate of the Company certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred Incurred by a Restricted Subsidiary of Targa Resources Partners the Company as of such date and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Company will be in default Default of such covenant. The Board of Directors of the General Partner Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Company; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. On such designation, the Company shall deliver an Officer’s Certificate of the Company to the Trustee regarding such designation and certifying that such designation complies with the preceding conditions and the relevant covenants under this Indenture.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default; provided that in no event will the business currently operated by the Company, Studio City Developments Limited, Studio City Entertainment Limited or Event of DefaultStudio City Hotels Limited be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Parent Guarantor may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that re-designation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Parent Guarantor giving effect to such designation and an Officers’ Officer’s Certificate of the Parent Guarantor certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred Incurred by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.09 hereof, Targa Resources Partners Parent Guarantor and the Company will be in default Default of such covenant. The Board of Directors of the General Partner Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Parent Guarantor; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. On such designation, the Parent Guarantor shall deliver an Officer’s Certificate of the Parent Guarantor to the Trustee regarding such designation and certifying that such designation complies with the preceding conditions and the relevant covenants under this Indenture.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Supervisors of the General Partner Suburban Propane may designate any of its Restricted Subsidiary Subsidiaries, other than the Operating Partnership or Finance Corp., to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Supervisors of Suburban Propane may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Suburban Propane as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofconditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Supplemental Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Suburban Propane as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 10.10 hereof, Targa Resources Partners Suburban Propane will be in default of such covenantSection 10.10. The Board of Directors Supervisors of the General Partner Suburban Propane may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided provided, that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Suburban Propane of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 10.10 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Regency Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Regency Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Regency Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Regency Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Regency Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Regency Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Regency Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Regency Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Regency Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Regency Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Regency Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Regency Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Regency Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Regency Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary of TLLP to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners TLLP and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of “Permitted Investments”, as determined by Targa Resources PartnersTLLP; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary”. Any designation of a Subsidiary of Targa Resources Partners TLLP as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners TLLP as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners TLLP will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersTLLP; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners TLLP of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Antero Midstream Partners may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Antero Midstream Partners and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will either reduce the amount available for Restricted Payments under Section 4.07 hereof or qualify as a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Antero Midstream Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Antero Midstream Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Antero Midstream Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Antero Midstream Partners will be in default of such covenant. The Board of Directors of the General Partner Antero Midstream Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Antero Midstream Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Antero Midstream Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; Reference Period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default; provided that in no event will the business currently operated by the Company, Studio City Developments Limited, Studio City Entertainment Limited or Event of DefaultStudio City Hotels Limited be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 2 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Parent Guarantor may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that re-designation would not cause a Default. (b) Any designation of a Subsidiary of Targa Resources Partners the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee Agent by filing with the Trustee Agent a certified copy of a resolution of the Board of Directors of the General Partner Parent Guarantor giving effect to such designation and an Officers’ Officer’s Certificate of the Parent Guarantor certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 2 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred Incurred by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.09 4 hereof, Targa Resources Partners Parent Guarantor and the Company will be in default Default of such covenant. The Board of Directors of the General Partner Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Parent Guarantor; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 4 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. On such designation, the Parent Guarantor shall deliver an Officer’s Certificate of the Parent Guarantor to the Agent regarding such designation and certifying that such designation complies with the preceding conditions and the relevant covenants under this Agreement.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner New Pyxus Topco may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Borrower, the Parent Guarantors and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 6.01 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any New Pyxus Topco. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of New Pyxus Topco may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of Targa Resources Partners the Borrower or a Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with the Trustee delivering a certificate of a Responsible Officer of Pyxus Holdings certifying (i) that attached thereto is a certified copy of a resolution of the Board of Directors of the General Partner New Pyxus Topco giving effect to such designation and an Officers’ Certificate certifying (ii) that such designation complied with the preceding conditions and was permitted by Section 4.07 6.01 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Pyxus Holdings as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 6.03 hereof, Targa Resources Partners the Borrower will be in default of such covenant. The Board of Directors of the General Partner New Pyxus Topco may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Pyxus Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 4.09 6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary of the Partnership to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Partnership and its Restricted Subsidiaries in the Subsidiary so designated as Unrestricted will be deemed to be either an Investment made as of the time of the such designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof 5.08(a), or a Permitted Investment under one or more clauses of the definition of represent Permitted Investments, as determined by Targa Resources Partners; provided that any . All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if the Investment such Restricted Payment or Permitted Investments would be permitted under the Indenture at that time and if the such Restricted Subsidiary otherwise meets complies with the definition of an Unrestricted Subsidiary. Any All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary of Targa Resources Partners as an Unrestricted that is a Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements Guarantor as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary will entity shall be deemed released and the Trustee shall be authorized to take such actions as may be incurred by a Restricted Subsidiary of Targa Resources Partners as of appropriate to reflect such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. release. (b) The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Partnership of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof5.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors of the General Partner Targa Resources Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Subsidiary so designated as Unrestricted will be deemed to be either an Investment made as of the time of the such designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof 4.08(a), or a Permitted Investment under one or more clauses of the definition of represent Permitted Investments, as determined by Targa Resources Partners; provided that any . All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if the Investment such Restricted Payments or Permitted Investments would be permitted under this Indenture at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary of Targa Resources Partners as an Unrestricted that is a Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements Guarantor as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary will entity shall be deemed automatically released. Back to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. Contents (b) The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1i) such Indebtedness is permitted under Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodperiod and Section 4.10; and (2ii) no Default or Event of Default would be in existence following such designation. During any period when covenants are suspended pursuant to Section 4.20, the Issuers will not be permitted to designate or redesignate any of their Subsidiaries pursuant to this Section 4.14.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Issuer may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or Person that becomes a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event and the Subsidiary meets the definition of Default. “Unrestricted Subsidiary.” If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Issuer. That designation will only be permitted if the Investment would be permitted at that time (other than pursuant to clause (10) of the definition of Permitted Investments) and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate delivered to the Trustee certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.09, Targa Resources Partners the Issuer will be in default of such covenant. The Board of Directors of the General Partner Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Eldorado may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Eldorado and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; Eldorado. provided that, for absence of doubt, in the event of an immediate and automatic designation of the Silver Legacy Joint Venture as an Unrestricted Subsidiary upon the Silver Legacy Joint Venture becoming a Subsidiary of Eldorado, any Investments in the Silver Legacy Joint Venture in existence on the date of this Indenture that any remain outstanding on the dates of such designation will not be deemed to be deemed to constitute new Restricted Payments or new Permitted Investments but will continue to constitute Permitted Investments made pursuant to clause (11) of the definition of “Permitted Investments.” That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Eldorado may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Eldorado as an Unrestricted Subsidiary (other than the immediate and automatic designation of the Silver Legacy Joint Venture as an Unrestricted Subsidiary upon the Silver Legacy Joint Venture becoming a Subsidiary of Eldorado) will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Eldorado as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners Eldorado will be in default of such covenant. The Board of Directors of the General Partner Eldorado may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersEldorado; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Eldorado of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner New Pyxus Topco may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Borrower, the Parent Guarantors and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 6.01 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any New Pyxus Topco. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of New Pyxus Topco may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of Targa Resources Partners the Borrower or a Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with delivering a certificate of a Responsible Officer of the Trustee Borrower certifying (i) that attached thereto is a certified copy of a resolution of the Board of Directors of the General Partner New Pyxus Topco giving effect to such designation and an Officers’ Certificate certifying (ii) that such designation complied with the preceding conditions and was permitted by Section 4.07 6.01 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 6.03 hereof, Targa Resources Partners the Borrower will be in default of such covenant. The Board of Directors of the General Partner New Pyxus Topco may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 4.09 6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Antero Midstream Partners may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Antero Midstream Partners and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will either reduce the amount available for Restricted Payments under Section 4.07 hereof or qualify as a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Antero Midstream Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Antero Midstream Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Antero Midstream Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Antero Midstream Partners will be in default of such covenant. The Board of Directors of the General Partner Antero Midstream Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Antero Midstream Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Antero Midstream Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; Reference Period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Borrower and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 6.1 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with delivery to the Trustee Administrative Agent of a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and a certificate of an Officers’ Certificate Authorized Officer certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 6.1 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 6.3 hereof, Targa Resources Partners Borrower will be in default of such covenant. The Board of Directors of the General Partner Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, 6.3 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default under this Indenture; provided, however, that OLP and EOTT Finance may not be designated as Unrestricted Subsidiaries and each of OLP and EOTT Finance shall at all times continue to be direct or Event indirect wholly-owned Subsidiaries of Defaultthe Company. If a Restricted Subsidiary is designated as an Unrestricted SubsidiarySubsidiary pursuant to this Section 5.21, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Subsidiary so designated as Unrestricted will be deemed to be either an Investment made as of the time of the such designation that and will reduce the amount available for Restricted Payments under clause (I) of Section 4.07 5.11 hereof or a Permitted Investment under one or more clauses of the definition of for Permitted Investments, as applicable. All such outstanding Investments shall be valued at their fair market value at the time of such designation as determined by Targa Resources Partners; provided that any the Board of Directors as set forth in an Officers' Certificate delivered to the Trustee. Such designation will only be permitted if the such Restricted Payment or Permitted Investment would be permitted at that such time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted SubsidiarySubsidiary herein. Any designation All Subsidiaries of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any also Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenantSubsidiaries. The Board of Directors of the General Partner may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) a Default is not continuing under this Indenture, (2) the redesignation would not cause a Default under this Indenture, (3) such Subsidiary becomes a Subsidiary Guarantor pursuant to Section 5.20 hereof and (4) provided that, after giving effect to such designation, the Company and its remaining Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness under the first paragraph of Section 5.12 hereof. A subsidiary may not be designated as an Unrestricted Subsidiary unless at the time of such designation, (1) it has no Indebtedness other than Non-Recourse Debt; (2) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to the terms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (a) is guaranteed by the Company or any other Restricted Subsidiary, except as such Indebtedness is permitted under by Section 4.09 5.11 and 5.12 hereof, calculated on a pro forma basis (b) is recourse to or obligates the Company or any Restricted Subsidiary in any way (including any "claw-back," "keep-well" or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as if such designation had occurred at the beginning Indebtedness or Investment is permitted by Sections 5.12 and 5.13 hereof) or (c) subjects any property or assets of the four-quarter reference periodCompany or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (23) no Default Equity Interests of a Restricted Subsidiary are held by -61- such Subsidiary, directly or Event indirectly. Upon the designation of Default would a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, the Subsidiary Guarantee of such entity shall be in existence following such designationreleased.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary of TLLP to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners TLLP and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources PartnersTLLP; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners TLLP as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners TLLP as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners TLLP will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersTLLP; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners TLLP of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; Reference Period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary of the Partnership to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Partnership and its Restricted Subsidiaries in the Subsidiary so designated as Unrestricted will be deemed to be either an Investment made as of the time of the such designation that and will either reduce the amount available for Restricted Payments under Section 4.07 hereof 5.08(a), or a Permitted Investment under one or more clauses of the definition of represent Permitted Investments, as determined by Targa Resources Partners; provided that any . All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if the Investment such Restricted Payment or Permitted Investments would be permitted under the Indenture at that time and if the such Restricted Subsidiary otherwise meets complies with the definition of an Unrestricted Subsidiary. Any All Subsidiaries of an Unrestricted Subsidiary shall automatically be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary of Targa Resources Partners as an Unrestricted that is a Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements Guarantor as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary will entity shall be deemed released and the Trustee shall be authorized to take such actions as may be incurred by a Restricted Subsidiary of Targa Resources Partners as of appropriate to reflect such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. release. (b) The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Partnership of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof5.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Partnership may designate any Restricted Subsidiary of the Partnership to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Partnership is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Targa Resources Partners the Partnership and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 4.07(a) hereof or a Permitted Investment under represent one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Partnership. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. . (b) The Board of Directors of the General Partner Partnership may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; Subsidiary, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Partnership of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default would be in existence following such designation. (c) Any designation of a Subsidiary of the Partnership as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Partnership giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Partnership as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Partnership will be in default of such covenant.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Regency Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Regency Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Regency Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Regency Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Regency Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Regency Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Regency Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Carnival Corp. may designate any Restricted Subsidiary (other than the Issuer or any of its Subsidiaries) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof 4.08 or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any Carnival Corp. The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) Carnival Corp. may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (d) Any designation of a Subsidiary of Targa Resources Partners the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Carnival Corp. giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.06, Targa Resources Partners the Company will be in default of such covenantSection 4.06. The Board of Directors of the General Partner Carnival Corp. may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 4.09 hereof4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Revel may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Revel and its the Restricted Subsidiaries in the Subsidiary properly designated as Unrestricted will be deemed to be either an Investment made in an Unrestricted Subsidiary as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any Revel. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” The Board of Directors of Revel may redesignate any Unrestricted Subsidiary of Revel to be a Restricted Subsidiary if the redesignation would not cause a Default or an Event of Default. Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Revel giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof4.07. If, at any timeafter the time of designation, any Unrestricted Subsidiary would fail failed to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.09, Targa Resources Partners Revel will be in default of such covenantsection. The Board of Directors of the General Partner Revel may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodapplicable Reference Period; and (2) no Default or Event of Default would be in existence following occur as a result of such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner TransMontaigne Partners may designate any Restricted Subsidiary (other than Finance Corp.) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources TransMontaigne Partners and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will either reduce the amount available for Restricted Payments under Section 4.07 5.07 hereof or qualify as a Permitted Investment under one or more clauses of the definition of “Permitted Investments”, as determined by Targa Resources TransMontaigne Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources TransMontaigne Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 5.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources TransMontaigne Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 5.09 hereof, Targa Resources TransMontaigne Partners will be in default of such covenant. The Board of Directors of the General Partner TransMontaigne Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources TransMontaigne Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources TransMontaigne Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 5.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Restricted Parent may designate any Restricted Subsidiary of the Restricted Parent to be an Unrestricted Subsidiary if (1) that designation would not cause a Default and (2) the Board of Directors of the Restricted Parent concurrently designates such Restricted Subsidiary to be an Unrestricted Subsidiary pursuant to and in compliance with the corresponding Indenture provisions from time to time in effect, if that designation would not cause a Default any, governing the Existing Senior Notes and any other similar debt securities of the Issuer then outstanding. The Board of Directors of the Issuer or Event of Default. If the Restricted Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners the Restricted Parent as an Unrestricted Subsidiary will shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Restricted Parent giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofconditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as of an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Liens of such Subsidiary will shall be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Restricted Parent as of such date and, if such Indebtedness is Liens are not permitted to be incurred as of such date under Section 4.09 hereof4.08, Targa Resources Partners will the Restricted Parent shall be in default Default of such covenantSection 4.08. The Board of Directors of the General Partner Restricted Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Restricted Parent; provided that such designation will shall be deemed to be an incurrence of Indebtedness Liens by a Restricted Subsidiary of Targa Resources Partners the Restricted Parent of any outstanding Indebtedness Liens of such Unrestricted Subsidiary, and such designation will shall only be permitted if (1) such Indebtedness is Liens are permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; 4.08 and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Xxxxx Energy Partners may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Xxxxx Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will either reduce the amount available for Restricted Payments under Section 4.07 hereof or qualify as a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Xxxxx Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Xxxxx Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Xxxxx Energy Partners will be in default of such covenant. The Board of Directors of the General Partner Xxxxx Energy Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default; provided that no Subsidiary that is a guarantor or Event borrower under the Revolving Loan Credit Agreement or any Material Senior Credit Facility and/or any other Material Indebtedness may be designated as an Unrestricted Subsidiary (unless such Subsidiary will be released from its guarantee of Defaultthe obligations under (or, if applicable, terminated and released as a “borrower” under) each of the Revolving Loan Credit Agreement, all Material Senior Credit Facilities and all other Material Indebtedness substantially concurrently with such designation). If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Targa Resources Partners the Company and its the Restricted Subsidiaries in the Subsidiary designated as Unrestricted unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for be treated as a Restricted Payments Payment under Section 4.07 4.05 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Company. That designation will only be permitted if the Investment would not be permitted prohibited at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 4.05 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred Incurred by a Restricted Subsidiary of Targa Resources Partners the Company as of such date and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.09 4.03 hereof, Targa Resources Partners the Company will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Company; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 4.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodTest Period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Great Wolf Resorts may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default; provided that in no event will (i) the business or Event of DefaultPrincipal Properties currently operated by the Principal Property Subsidiaries be transferred to or held by an Unrestricted Subsidiary or (ii) any Principal Property Subsidiary be designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Company. That designation will only be permitted if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Great Wolf Resorts may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Company as an Unrestricted Subsidiary after the date of this Indenture will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Great Wolf Resorts giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Issuers will be in default of such covenant. The Board of Directors of the General Partner Great Wolf Resorts may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Great Wolf Development Connecticut LLC and GWF Connecticut LLC, each a Delaware limited liability company, shall be Unrestricted Subsidiaries as of the date of this Indenture.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of Targa Resources Partners the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.09, Targa Resources Partners the Issuer will be in default of such covenantSection 4.09. The Board of Directors of the General Partner Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of Targa Resources Partners the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by the Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Company will be in default of such covenant. The Board of Directors of the General Partner Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Restricted Parent may designate any Restricted Subsidiary of the Restricted Parent to be an Unrestricted Subsidiary if (1) that designation would not cause a Default and (2) the Board of Directors of the Restricted Parent concurrently designates such Restricted Subsidiary to be an Unrestricted Subsidiary pursuant to and in compliance with the corresponding Indenture provisions from time to time in effect, if that designation would not cause a Default any, governing the 2023 Notes, the 2024 Notes and any other similar debt securities of the Issuer then outstanding. The Board of Directors of the Issuer or Event of Default. If the Restricted Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners the Restricted Parent as an Unrestricted Subsidiary will shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Restricted Parent giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofconditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as of an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Liens of such Subsidiary will shall be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Restricted Parent as of such date and, if such Indebtedness is Liens are not permitted to be incurred as of such date under Section 4.09 hereof4.08, Targa Resources Partners will the Restricted Parent shall be in default Default of such covenantSection 4.08. The Board of Directors of the General Partner Restricted Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Restricted Parent; provided that such designation will shall be deemed to be an incurrence of Indebtedness Liens by a Restricted Subsidiary of Targa Resources Partners the Restricted Parent of any outstanding Indebtedness Liens of such Unrestricted Subsidiary, and such designation will shall only be permitted if (1) such Indebtedness is Liens are permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; 4.08 and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Sweetheart Holdings may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default, unless such Restricted Subsidiary or Event any of Defaultits Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, Sweetheart Holdings or any other Restricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any Sweetheart Holdings. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Sweetheart Holdings may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Sweetheart Holdings giving effect to such designation and an Officers’ ' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.09, Targa Resources Partners the Company will be in default of such covenantSection 4.09. The Board of Directors of the General Partner Sweetheart Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Sweetheart Holdings could incur $1.00 of additional Indebtedness is permitted under the first paragraph of Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, (i) the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 8.6 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that the Borrower in its discretion and (ii) any Guarantee by the Borrower or any Restricted Subsidiary thereof of any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Borrower or such Restricted Subsidiary (or both, if applicable) at the time of such designation. That designation will only be permitted if the Investment and/or incurrence of Indebtedness would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with sending to the Trustee Administrative Agent a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officersofficers’ Certificate certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 8.6 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors of the General Partner Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 8.2 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following following, and as a result of, such designation. Notwithstanding the foregoing, the Borrower may at any time and from time to time designate any Designated Entity, by written notice to the Administrative Agent, as an Unrestricted Subsidiary, and any such Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by the Borrower (and, for the avoidance of doubt, shall not require delivery of a resolution of the Board of Directors or of an officers’ certificate) (each, a “Specified Unrestricted Subsidiary Designation”). The aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (t) of the definition of Permitted Investments, be deemed to be an Investment made as of the time of such Specified Unrestricted Subsidiary Designation under such clause (t), and not reduce the amount available for Restricted Payments under Section 8.6 hereof.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Parent Guarantor may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under as described in Section 4.07 hereof 3.3 herein or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied complies with the preceding conditions and was permitted by Section 4.07 hereof3.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.09 hereof3.2 herein, Targa Resources Partners the Parent Guarantor will be in default of such covenant. The Board of Directors of the General Partner Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Parent Guarantor; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof3.2 herein (including pursuant to clause 5(b) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Parent Guarantor shall be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Parent may designate any Restricted Subsidiary (other than an Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Parent and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Parent giving effect to such designation and an Officers’ Certificate of the Issuers certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners Parent will be in default of such covenant. The Board of Directors of the General Partner Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The BPR’s Board of Directors of the General Partner may designate any Restricted Subsidiary of BPR to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall any Issuer or any of BPR’s Subsidiaries that directly or indirectly owns Equity Interests of an Issuer be designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners BPR and its Restricted Subsidiaries in the Subsidiary so designated as Unrestricted will shall be deemed to be either an Investment made as of the time of the designation that will and shall reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any BPR. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. BPR’s Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. Upon a redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, BPR and its Restricted Subsidiaries shall be deemed to continue to have a “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) their “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to BPR’s and its Restricted Subsidiaries equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation. Any designation of a Subsidiary of Targa Resources Partners BPR as an Unrestricted Subsidiary will shall be evidenced to the Trustee by filing with the Trustee a certified copy Board Resolution of a resolution of the Board of Directors of the General Partner BPR giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by under Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The BPR’s Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersBPR; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners BPR of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09 4.08 hereof, calculated on a pro forma basis Pro Forma Basis as if such designation had occurred at the beginning of the four-quarter reference period; period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners CNX Midstream and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any CNX Midstream. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners CNX Midstream as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners CNX Midstream as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners CNX Midstream will be in default of such covenantsection. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersCNX Midstream; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners CNX Midstream of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary if that designation would not cause a Default unless such Subsidiary owns any Capital Stock of, or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiaryowns or holds any Lien on any property of, the aggregate Fair Market Value Company or any Restricted Subsidiary; PROVIDED that: (i) the value of all outstanding Investments owned by Targa Resources Partners the Company and its Restricted Subsidiaries in the Restricted Subsidiary being so designated as Unrestricted will be deemed to be either an Investment made by the Company or such Restricted Subsidiary as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partnerssuch designation; provided that any designation will only be permitted if (ii) the Investment referred to in clause (i) of this Section 4.12 would be permitted at that time under Section 4.08 hereof; (iii) no Subsidiary of the Company with an interest in Indiana Gaming Company L.P., may become an Unrestricted Subsidiary; and if the (iv) such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners as Indiana Gaming Company L.P. will initially be designated an Unrestricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary will to be a Restricted Subsidiary; PROVIDED that: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of the Indenture. The Company shall designate Indiana Gaming Company L.P. as a Restricted Subsidiary if the Company or its Subsidiaries acquire all of the then outstanding Minority Interests in Indiana Gaming Company L.P. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of a the resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ ' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designationforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that if: (i) the Subsidiary Borrower could make the Restricted Payment which is deemed to occur upon such designation in accordance with Section 6.06 equal to the appropriate fair market value of all outstanding Investments owned by Parent, the Subsidiary Borrower and the Restricted Subsidiaries in such Subsidiary at the time of such designation; (ii) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”; (iii) the designation would not constitute or cause (with or without the passage of time) a Default or Event of DefaultDefault or no Default or Event of Default would be in existence following such designation; (iv) the Subsidiary Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Responsible Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.06. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Targa Resources Partners Parent, the Subsidiary Borrower and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments6.06, as determined by Targa Resources Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if Subsidiary Borrower. In connection with the occurrence of a Contract Unwind Trigger, Parent or the Subsidiary Borrower may cause an applicable Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners as to be designated an Unrestricted Subsidiary will if it meets the conditions set forth in this clause (a) of Section 5.16, in each case, as soon as practicable thereafter but not later than 20 Business Days or as soon as practicable thereafter where applicable local law requires additional time for compliance with applicable legal requirements. (b) The Board of Directors of Parent may designate any Unrestricted Subsidiary to be evidenced a Restricted Subsidiary if: (i) the Subsidiary Borrower and the Restricted Subsidiaries could incur the Debt which is deemed to be incurred upon such designation under Section 6.02, equal to the Trustee by filing with total Debt of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the Trustee first day of the four-quarter reference period; (ii) the designation would not constitute or cause a Default or Event of Default; and (iii) the Subsidiary Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the General Partner Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions, including the incurrence of Debt under Section 6.02. Upon the occurrence of a Contract Winning Trigger, Parent or the Subsidiary Borrower shall be required to designate each applicable Subsidiary to become a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to Section 5.12, upon the occurrence of a Contract Winning Trigger and shall be required to comply with the conditions set forth in this clause (b) in connection therewith. For the avoidance of doubt, and was permitted by Section 4.07 hereof. Ifanything contained in any other provision of this Credit Agreement notwithstanding, at any time, any Unrestricted no direct or indirect Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted of Parent may become a Restricted Subsidiary for purposes of this Indenture and any Indebtedness of Agreement if such Subsidiary will be deemed to be incurred by is a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is Parent but not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors a Subsidiary of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designationBorrower.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate, by a certificate executed by a Responsible Officer of the General Partner may designate Borrower, any Restricted Subsidiary (other than any Subsidiary constituting or owning Core Collateral) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Defaultthe Borrower is in compliance with the Restricted Payment Conditions at the time of, and after giving effect to, such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the provisions of Section 4.07 hereof 6.06 or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partnersthe Borrower; provided provided, however, that to the extent an Excluded Subsidiary is designated as an Unrestricted Subsidiary, the amount of the Investment deemed to have been made in respect of such Unrestricted Subsidiary will be calculated without duplication of the amount of the Investment made as a result of such Excluded Subsidiary’s initial designation as such plus any subsequent Investments made in such Excluded Subsidiary prior to such subsequent designation. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. A Responsible Officer of the Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or Event of Default. (b) [Reserved]. (c) Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with delivering to the Trustee Administrative Agent a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof6.06. If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements as as, respectively, an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be 134 US-DOCS\104110541.24 incurred by a Restricted Subsidiary of Targa Resources Partners o as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof6.01, Targa Resources Partners the Borrower will be in default of such covenant. The Board of Directors of the General Partner Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is and Liens are permitted under Section 4.09 hereof6.01(a) and 6.02, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; period and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Investor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default Default; provided that in no event will the business currently operated by any of the Investor, Carey Agri, Bols, Bialystok and, if acquired, Target be transferred to or Event of Defaultheld by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Investor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof 0 (Limitation on Restricted Payments) or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Investor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Investor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners the Investor as an Unrestricted Subsidiary will be evidenced to the Trustee Lender by filing with the Trustee Lender on the effective date of such designation a certified copy of a resolution of the Board of Directors of the General Partner Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by under Section 4.07 hereof0 (Limitation on Restricted Payments). If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Schedule and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Investor as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof0 (Incurrence of Indebtedness and Issuance of Preference Shares), Targa Resources Partners the Investor will be in default of such covenant. The Board of Directors of the General Partner Investor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Investor of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof0 (Incurrence of Indebtedness and Issuance of Preference Shares), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Hxxxx Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Hxxxx Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Hxxxx Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Hxxxx Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Hxxxx Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Hxxxx Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Hxxxx Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Parent and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Parent will be in default of such covenant. The Board of Directors of the General Partner Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Xxxxx Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Xxxxx Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Xxxxx Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Xxxxx Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Partnership and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to either (i) be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the covenant described above under Section 4.07 4.07(a) hereof or (ii) represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Partnership. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners the Partnership as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofconditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Partnership as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Partnership will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Partnership; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Partnership of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, (i) the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof the covenant described above under the caption “—Restricted Payments” or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that Issuer in its discretion, and (ii) any Guarantee by Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation. That designation will only be permitted if the Investment and/or incurrence of Indebtedness would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee trustee by filing with the Trustee trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officersofficers’ Certificate certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a covenant described above under the caption “—Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. Payments.” The Board of Directors of the General Partner Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersIssuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation, and as a result of, such designation. Notwithstanding the foregoing, Issuer may at any time and from time to time designate any Designated Entity, by written notice to the trustee, as an Unrestricted Subsidiary, and any such Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by Issuer (and, for the avoidance of doubt, shall not require delivery of a resolution of the Board of Directors or of an officers’ certificate) (each, a “Specified Unrestricted Subsidiary Designation”). The aggregate Fair Market Value of all outstanding Investments owned by Issuer and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (18) of the definition of Permitted Investments, be deemed to be an Investment made as of the time of such Specified Unrestricted Subsidiary Designation under such clause (18), and not reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments.”

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Xxxxx Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Xxxxx Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Xxxxx Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Xxxxx Energy Partners will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.under

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Xxxxx Energy Partners may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Xxxxx Energy Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will either reduce the amount available for Restricted Payments under Section 4.07 hereof or qualify as a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Xxxxx Energy Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Xxxxx Energy Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors of the General Partner Xxxxx Energy Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Xxxxx Energy Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Parent may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Parent and its Restricted Subsidiaries in the Restricted Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under pursuant to Section 4.07 hereof 4.09 or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any Parent. That designation will only be permitted if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Parent giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Section 4.07 hereof4.19. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Unrestricted Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.11, Targa Resources Partners Parent will be in default Default of such covenant. The Board of Directors of the General Partner Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 4.09 hereof4.11, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2b) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Partnership may designate any Restricted Subsidiary Subsidiary, other than Finance Corp., of the Partnership to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Partnership is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Partnership and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Partnership. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners the Partnership as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate making such designation and certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Partnership as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Partnership will be in default of such covenant. The Board of Directors of the General Partner Partnership may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Partnership by delivery of an Officers’ Certificate to the Trustee making such designation; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Partnership of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Interactive Health may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Interactive Health and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any Interactive Health. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Interactive Health as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners Interactive Health will be in default of such covenant. The Board of Directors of the General Partner Interactive Health may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Interactive Health of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any designation of a Subsidiary of Interactive Health as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Borrower or any Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantors, the Borrower and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 10.01 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower and the Parent Guarantors may not designate any Restricted Subsidiary as an Unrestricted Subsidiary if such Restricted Subsidiary owns any ABL Priority Collateral other than cash. The Board of Directors of the Borrower or any Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (a) Any designation of a Subsidiary of Targa Resources Partners a Parent Guarantor or the Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with delivering a certificate of a Responsible Officer of the Trustee Borrower certifying (i) that attached thereto is a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying (ii) that such designation complied with the preceding conditions and was permitted by Section 4.07 6.01 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 6.03 hereof, Targa Resources Partners the Borrower will be in default of such covenant. The Board of Directors of the General Partner Borrower or any Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 4.09 6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to either be either an Investment made as a “Restricted Payment” as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 4.07(a) hereof or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined in good faith by Targa Resources Partners; provided that any the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Issuer will be in default of such covenantSection 4.09. The Board of Directors of the General Partner Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partnersthe Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, with the Fixed Charge Coverage Ratio calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, (i) the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof the covenant described above under the caption “—Restricted Payments” or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that Issuer in its discretion, and (ii) any Guarantee by Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation. That designation will only be permitted if the Investment and/or incurrence of Indebtedness would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee trustee by filing with the Trustee trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officersofficers’ Certificate certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a covenant described above under the caption “—Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. Payments.” The Board of Directors of the General Partner Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersIssuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation, and as a result of, such designation. Notwithstanding the foregoing, Issuer may at any time and from time to time designate any Designated Entity, by written notice to the trustee, as an Unrestricted Subsidiary, and any such Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by Issuer (and, for the avoidance of doubt, shall not require delivery of a resolution of the Board of Directors or of an officers’ certificate) (each, a “Specified Unrestricted Subsidiary Designation”). The aggregate Fair Market Value of all outstanding Investments owned by Issuer and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (18) of the definition of Permitted Investments, be deemed to be an Investment made as of the time of such Specified Unrestricted Subsidiary Designation under such clause (18), and not reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments.”

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Antero Midstream Partners may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Antero Midstream Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that and will either reduce the amount available for Restricted Payments under Section 4.07 hereof or qualify as a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Antero Midstream Partners; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Antero Midstream Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Antero Midstream Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Antero Midstream Partners will be in default of such covenant. The Board of Directors of the General Partner Antero Midstream Partners may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Antero Midstream Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Antero Midstream Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; Reference Period and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation (i) would not cause a Default and (ii) such designation has been consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or Event of Defaulttender offer or exchange offer for, Notes). If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of Targa Resources Partners the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Parent Guarantor's Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer's Certificate certifying that such designation complied complies with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners the Issuer will be in default of such covenant. The Board of Directors of the General Partner Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner Parent Guarantor may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof 4.08 or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any the Parent Guarantor. The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (d) Any designation of a Subsidiary of Targa Resources Partners the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.06, Targa Resources Partners the Parent Guarantor will be in default of such covenantSection 4.06. The Board of Directors of the General Partner Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 4.09 hereof4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted permitted Investments, as determined by Targa Resources Partners; provided that any . That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Targa Resources Partners Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Agent by filing with the Trustee delivery to Agent a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and a certificate of a Senior Officer and an Officers’ Certificate opinion of counsel to Borrower certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofthe Senior Notes Documents. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof10.2.1, Targa Resources Partners Borrower will be in default of such covenant. The Board of Directors of the General Partner Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersBorrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 4.09 hereof10.2.1, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period DM3\8972795.2 then most recently ended; and (2b) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Supervisors of the General Partner Suburban Propane may designate any of its Restricted Subsidiary Subsidiaries, other than the Operating Partnership or Finance Corp., to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Supervisors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Suburban Propane as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Resolution giving effect to such designation and an Officers’ ' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofconditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Suburban Propane as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners Suburban Propane will be in default of such covenant. The Board of Directors Supervisors of the General Partner Suburban Propane may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Suburban Propane of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under by Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner Parent may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners Parent and its Restricted Subsidiaries in the Restricted Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under pursuant to Section 4.07 hereof 4.09 or a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined by Targa Resources Partners; provided that any Parent. That designation will only be permitted if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Parent giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Section 4.07 hereof4.19. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Unrestricted Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof4.11, Targa Resources Partners Parent will be in default Default of such covenant. The Board of Directors of the General Partner Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 4.09 hereof4.11, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (22\b) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Supervisors of the General Partner Suburban Propane may designate any of its Restricted Subsidiary Subsidiaries, other than the Operating Partnership or Finance Corp., to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Supervisors of Suburban Propane may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of Targa Resources Partners Suburban Propane as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereofconditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources Partners Suburban Propane as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 9.10 hereof, Targa Resources Partners Suburban Propane will be in default of such covenantSection 9.10. The Board of Directors Supervisors of the General Partner Suburban Propane may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided provided, that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners Suburban Propane of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 9.10 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary of the Partnership to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa Resources Partners the Partnership and its Restricted Subsidiaries in the Subsidiary so designated as Unrestricted will be deemed to be either an Investment made as of the time of the such designation that and will reduce the amount available for Restricted Payments under Section 4.07 hereof 4.08(a), or a represent Permitted Investment under one Investments or more clauses of the definition of Permitted Business Investments, as determined by Targa Resources Partners; provided that any applicable. All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if the Investment such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and if the such Restricted Subsidiary otherwise meets complies with the definition of an Unrestricted Subsidiary. Any All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary of Targa Resources Partners as an Unrestricted that is a Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements Guarantor as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary will entity shall be deemed released and the Trustee shall be authorized to take such actions as may be incurred by a Restricted Subsidiary of Targa Resources Partners as of appropriate to reflect such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. release. (b) The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources PartnersSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners the Partnership of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.