Common use of Guarantors May Consolidate, etc., on Certain Terms Clause in Contracts

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the is a Guarantor) , or unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except (a) A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and this Indenture as otherwise provided in Section 10.05 hereofdescribed under this Article 10) will not, no Guarantor may sell directly or otherwise dispose of all or substantially all of its properties or assets to, or indirectly: (1) consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, other than Targa Resources Partners or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; andis continuing; (2) either: (A) subject to Section 10.05 hereof, the Person person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially in the form of Exhibit F heretoindenture; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture; and (3) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, including without limitationin each case, Section 4.10 hereofstating that such consolidation, merger or transfer and, in the case in which a supplemental indenture hereinafter referred to is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonPerson (if other than the Guarantor), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor Guarantor, if any, may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; andhas occurred and is continuing; (2) either: (A) subject to Section 10.05 hereof, the resulting, surviving or transferee Person acquiring will be an entity organized and existing under the properties or assets in laws of the United States, any such sale or other disposition state of the United States or the District of Columbia, and such Person formed by (if not such Guarantor) will expressly assume all of the obligations of such Guarantor under its Guarantee; and (3) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or surviving transfer and such supplemental agreements (if applicable) comply with this Indenture; provided, however, that the foregoing will not apply to any such consolidation or merger (with or into, or conveyance, transfer or lease to, any Person if the resulting, surviving or transferee Person is not or will not be a Subsidiary of the Company and the other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofIndenture and Securities of such Series are complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Securities of such obligationsSeries and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes Securities of such Series issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Nothing contained in this Indenture or in any of the Securities of such Series will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinherein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section Sections 3.08 and 4.10 hereof; provided that any Qualified Retail Asset Sale shall not constitute the sale or other disposition of all or substantially all of the properties or assets of any Guarantor. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretohereto or other agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 2.05 hereof, no Guarantor may sell consolidate with or otherwise dispose merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving to any Person) another Person, other than Targa Resources Partners or another Guarantor, unless: (1a) the resulting, surviving or transferee Person if not the Guarantor shall be a Person organized and existing under the laws of the jurisdiction under which the Guarantor was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and the Person shall expressly assume, by executing a supplemental indenture satisfactory to the Trustee, all the obligations of the Guarantor under the Indenture, this Agreement and the Registration Rights Agreement; (b) immediately after giving effect to such the transaction or transactions on a pro forma basis, and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of the transaction as having been issued by the Person at the time of the transaction, no Default or Event of Default existsshall have occurred and be continuing; and (2c) either: (A) subject the Company shall have delivered to Section 10.05 hereofthe Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Person acquiring consolidation, merger or transfer and the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially complies with the Indenture. The provisions of clauses (a) and (b) above shall not apply to any one or more transactions involving a Guarantor which constitute an Asset Sale if such transactions are made in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate compliance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofof the Indenture. In case of any such consolidation, merger, sale conveyance, transfer, lease, or conveyance sale, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture and this Agreement to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture and this Indenture Agreement as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture and this Indenture Agreement as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (c) of this section 2.04, nothing contained in the Indenture, this Agreement or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinherein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Article 5 or Section 10.05 10.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 10.07 hereof, the Person (if other than the Guarantor) acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement this Indenture, on the terms set forth herein therein or thereinherein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoindenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied, if required, in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee (it being understood that such supplemental indenture need not be executed by any other Person besides the Issuer and any such successor Person), of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the is a Guarantor) unconditionally , or assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinGuarantee, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B2) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofif any. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of such obligationsobligations of the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the The Note Guarantees Guarantee so issued by such successor Person will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees Guarantee had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners than, with respect to a Subsidiary Guarantor, the Company or another Subsidiary Guarantor, unless: (1a) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B2) with respect to a Subsidiary Guarantor, such sale transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 12.06 hereof, no Guarantor (including any existing or future Restricted Subsidiary that becomes an additional Guarantor) may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the Person formed by or surviving any such consolidation or merger (if other than Targa Resources Partners such Guarantor) or another to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia and expressly assumes all the obligations of such Guarantor, unless: pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture and (1ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to . In connection with any consolidation or merger contemplated by this Section 10.05 hereof12.05, the Person acquiring Company shall deliver to the properties Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation or assets in any merger and such sale or other disposition or supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving any such the relevant consolidation or merger (other than or to which the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenturerelevant sale, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinassignment, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale transfer, lease, conveyance or other disposition does not violate shall have been made is the applicable provisions of this IndentureCompany, including without limitationa Guarantor or a Person that is not, Section 4.10 hereof. In case of any after giving effect to such consolidationtransaction, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all Restricted Subsidiary of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 11.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, therein pursuant to a supplemental indenture substantially in form and substance satisfactory to the form of Exhibit F heretoTrustee; or (Bii) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonPerson as provided in clause (b)(i) above, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, and notwithstanding clauses (b)(i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Securities of a guaranteed Series, this Indenture, its Note Indenture and the Security Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Security Guarantee endorsed upon the Securities of a guaranteed Series and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Security Guarantees to be endorsed upon all of the Notes Securities of a guaranteed Series issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Security Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Security Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Security Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Securities will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another GuarantorRestricted Subsidiary, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 11.05 (“Releases”) hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, Collateral Agreements pursuant to a supplemental indenture substantially and an amendment to the Registration Rights Agreement, in each case, in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this IndentureIndenture and the Collateral Agreements. provided, including without limitationhowever, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Guarantors as a whole will be governed by Article 5 and Section 4.10 hereof4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company, or another Guarantor, unless: (1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee Guarantee, this Indenture and each the Registration Rights Agreement on the terms set forth herein or therein, (if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (Bb) if subject to Section 4.10 hereof, such sale transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofterms thereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (2)(a) and (b) above, nothing contained herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except (a) Any Guarantor (other than Holdings, and it being understood that Holdings may consolidate or merge with or into any other Person as otherwise provided for in Section 10.05 hereof5.01) may consolidate or merge with or into any other Person, no Guarantor may sell or otherwise dispose of sell, lease or transfer all or substantially all of its the properties or assets to, or consolidate with or merge with or into (whether or not of such Guarantor is the surviving Person) another Person, other than Targa Resources Partners or another Guarantor, unlessif: (1) the Person formed by such consolidation or into which such Guarantor is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia, the United Kingdom or any member state of the European Union or, if such guarantor was organized and existing under the laws of another jurisdiction immediately prior to such transaction, the laws of such other jurisdiction (such Person, the “Successor Guarantor”); (2) the Successor Guarantor (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged, or the Successor Guarantor which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor, agrees to pay the principal of, and any premium and interest on, the notes, perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee a Supplemental Indenture; and (3) immediately after giving effect to such transaction and treating indebtedness for borrowed money that becomes an obligation of such Successor Guarantor or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by such Successor Guarantor or such Restricted Subsidiaries at the time of such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee shall have occurred and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofbe continuing. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indentureSupplemental Indenture, executed and delivered to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person Successor Guarantor will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor and such Guarantor’s obligations under the Indenture and in respect of the Notes will automatically be released and discharged. Such successor Person Successor Guarantor thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (b) In addition, notwithstanding the foregoing, any Guarantor may (a) consolidate or merge with or into, or sell, lease or transfer all or substantially all of its properties or assets to, Holdings or any of its Restricted Subsidiaries or (b) merge or consolidate with an affiliate incorporated solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 10.05 hereof4.16) will not, no and the Company will not cause or permit any Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, any Person other than Targa Resources Partners the Company or another Guarantor, any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof, the District of Columbia or the jurisdiction in which such Guarantor is organized; (2) such entity assumes (a) by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and, to the extent applicable, the Intercreditor Agreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Security Documents and, to the extent applicable, the Intercreditor Agreement; and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Security Documents on the Collateral owned by or transferred to the surviving entity; (3) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (24) either: (A) subject immediately after giving effect to Section 10.05 hereofsuch transaction and the use of any net proceeds therefrom on a pro forma basis, the Person acquiring Company could satisfy the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof5.01(2). In case Any merger or consolidation of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the a Guarantor with and into the same effect as if it had been named herein as Company (with the Company being the surviving entity) or another Guarantor that is a Guarantor. Such successor Person thereupon may cause to be signed any or all Wholly Owned Subsidiary of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance Company need only comply with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofSection 5.01(4).

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or not: (A) consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one or more related transactions, to another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on this Indenture, in form reasonably satisfactory to the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoTrustee; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in a manner that does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, (x) such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Guarantor and (y) such Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued Guarantee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 10.04(b)(i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.06 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, (i) such Guarantor shall be the Person surviving any such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each the Registration Rights Agreement (if such Guarantor’s registration obligations thereunder have not been completed) on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and 2(b) in this Section 11.05, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Regency Energy Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof16.05, no a Guarantor may sell not, directly or otherwise dispose of indirectly, (1) consolidate with or merge with or into, or (2) sell, convey, transfer or lease all or substantially all of its consolidated properties or and assets to, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such that transaction, no Default or Event of Default existshas occurred and is continuing or would be caused thereby; and (2b) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes is an entity organized under the laws of any OECD member countries and expressly assumes, by executing and delivering a supplemental indenture to the Trustee in substantially the form attached hereto as Exhibit B in accordance with Article X hereof and any other agreements, all of the obligations of that Guarantor under its Guarantee and this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein ; or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee of such obligationsGuarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofexecution. No such, merger, sale, conveyance, transfer or lease in which the Person formed by or surviving any such, merger, sale, conveyance, transfer or lease is not the Company or another Guarantor shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Section 16.04. Except as set forth in Article IV, and notwithstanding Section 16.04(a) and Section 16.04(b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 11.09 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default existsexists and is continuing; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in and appropriate Security Documents satisfactory to the form of Exhibit F heretoTrustee; or (B) the Net Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, are applied in accordance with Section 4.10 hereof. . (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a)(2)(A) and (a)(2)(B) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor. (d) In the event of any such transaction described in this Section 11.08, such Guarantor shall deliver to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such transaction is in compliance with this Indenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, Person (other than Targa Resources Partners the Company or another Guarantor), unless: or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (1i) the Person formed by or surviving such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia or any Permitted Jurisdiction and expressly assumes all the obligations of such Guarantor, pursuant to a supplemental indenture, under the Notes and this Indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to . In connection with any consolidation or merger contemplated by this Section 10.05 hereof12.05, the Person acquiring Company shall deliver to the properties Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or assets in any merger and such sale or other disposition or supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving any such the relevant consolidation or merger (other than or to which the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenturerelevant sale, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinassignment, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale transfer, lease, conveyance or other disposition does not violate the applicable provisions of this Indentureshall have been made is a Person that is not, including without limitationafter giving effect to such transaction, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all Restricted Subsidiary of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof9.04, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger or amalgamation (other than the “Successor Guarantor”) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, Security Documents pursuant to a supplemental indenture substantially and appropriate Security Documents satisfactory to the Trustee, (ii) the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens under the applicable Security Documents on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction; (iii) the Collateral owned by or transferred to the Successor Guarantor shall: (A) continue to constitute Collateral under this Indenture and the applicable Security Documents, (B) be subject to Liens in favor of the Collateral Trustee for the benefit of the Holders and any other Parity Lien Indebtedness or Priority Lien Indebtedness and (C) not be subject to any Lien other than Permitted Liens; and (iv) the property and assets of the Person which is merged or consolidated with or into the Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the applicable Security Documents, shall be treated as after-acquired property and the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the form of Exhibit F heretomanner and to the extent required under this Indenture and the Security Documents; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the applicable Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the applicable Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Regency Energy Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 14.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoC to the First Supplemental Indenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (2) either: (A) such Guarantor is the surviving entity in any such consolidation or merger; or (B) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (3) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoE hereto or other agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. . (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any a supplemental indenture substantially in the form of Exhibit E hereto or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered other agreement reasonably satisfactory to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 11.05 (“Releases”) hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, Collateral Agreements pursuant to a supplemental indenture substantially reasonably satisfactory and an amendment to the Registration Rights Agreement in form to the form of Exhibit F heretoTrustee; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this IndentureIndenture and the Collateral Agreements. provided, including without limitationhowever, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Guarantors as a whole will be governed by Article 5 and Section 4.10 hereof4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of all or substantially all of its properties or assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) or sell all or substantially all of its assets to, another Personcorporation, Person or entity whether or not affiliated with such Guarantor unless, other than Targa Resources Partners with respect to a merger between a Guarantor and another Guarantor or another a merger between a Guarantor and the Company, (i) subject to the provisions of Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor, unless: pursuant to a supplemental indenture substantially in the form of Exhibit E hereto, under the Subsidiary Guarantee of such Guarantor and this Indenture; (1ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2iii) either: (A) subject to Section 10.05 hereofsuch Guarantor, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger merger, would have Consolidated Net Worth (other immediately after giving effect to such transaction), equal to or greater than the GuarantorConsolidated Net Worth of such Guarantor immediately preceding the transaction; and (iv) unconditionally assumes all the obligations Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on additional Indebtedness pursuant to the terms Consolidated Interest Coverage Ratio test set forth herein or therein, pursuant to a supplemental indenture substantially in the form first paragraph of Exhibit F hereto; orSection 4.09 hereof. (Bc) such sale or other disposition does not violate In the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee and substantially in the form of Exhibit F hereto, of such obligationsthe Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.07 hereof, the Consolidated Net Income of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor Person thereupon may cause to be signed any or all of the notations of Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.the

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners Person whether or another Guarantor, not affiliated with such Guarantor unless: (1a) subject to the other provisions of this Section the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration Rights Agreement and the Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2c) either: (A) subject the Company would be permitted, immediately after giving effect to Section 10.05 hereofsuch transaction, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger to incur at least $1.00 of additional Indebtedness (other than the GuarantorPermitted Indebtedness) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof4.09. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.and

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners Person whether or another Guarantor, not affiliated with such Guarantor unless: (1a) subject to the other provisions of this Section the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration Rights Agreement and the Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2c) either: (A) subject the Company would be permitted, immediately after giving effect to Section 10.05 hereofsuch transaction, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger to incur at least $1.00 of additional Indebtedness (other than the GuarantorPermitted Indebtedness) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof4.09. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clause (c) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 13.04 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with into any other Person or into convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than to the Company or another Guarantor, if it would result in the disposition of the consolidated properties and assets of the Company and its Subsidiaries (whether considered as a single enterprise) substantially as an entirety, unless, in each case: (1) either (a) in the case of a consolidation or not such merger, the Guarantor is the surviving Personentity, or (b) another the Person formed by or surviving such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Guarantor”) expressly assumes, by supplemental indenture or other than Targa Resources Partners agreement executed and delivered to the Trustee and the Collateral Agent, as applicable, the Subsidiary Guarantee endorsed upon the Notes and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or another observed and all obligations under the Collateral Documents; (2) the Successor Guarantor, unless:if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (13) immediately after giving effect to such transactiontransactions, no Default or Event of Default exists; and (24) either:the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction complies with this Article and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (Ab) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of such obligationsthe Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person Successor Guarantor thereupon may cause to be signed any or all of the notations of Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at on the date of the execution hereof. (c) Except as set forth in Article 13 hereof, any Guarantor may merge or consolidate with or transfer all or substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing such Guarantor’s jurisdiction of organization or form of organization; provided that the successor assumes all of the Guarantor’s obligations under this Indenture and the Collateral Documents.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 11.11 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 11.11 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee herein and each Registration Rights Agreement on the terms set forth herein or thereinGuarantee, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoas specified herein; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, complies with Section 4.10 hereof. . (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions contained herein to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a)(2)(A) and (a)(2)(B) above, nothing contained herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to either of the Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person (other than Targa Resources Partners the Company or another Guarantor), unless: , (i) either (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture, substantially in the form of Annex A hereto, or pursuant to such other agreements as are reasonably satisfactory to the Trustee, all the obligations of that such Guarantor under this Indenture, the Notes and its Note Subsidiary Guarantee and each Registration Rights Agreement all other obligations of such Guarantor under the Junior Lien Documents to which it is a party on the terms set forth herein or therein, pursuant to a supplemental indenture substantially therein and takes such other action (as set forth in the form Officers’ Certificate) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to the Junior Liens, and perfected by filings or other methods, all in the manner and to the extent required under the Junior Lien Documents, or (2) the Net Proceeds of Exhibit F hereto; or (B) such sale or other disposition does not violate are applied in accordance with the applicable provisions of this IndentureSection 4.10, including without limitationand (ii) immediately after giving effect to such transaction, Section 4.10 hereof. no Default or Event of Default exists. (b) In the case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee and substantially in the form of Annex A hereto, of such obligationsthe Subsidiary Guarantee and the due and punctual performance of all of the covenants of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners Holdings, either Issuer or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, Security Documents pursuant to a supplemental indenture substantially in documentation satisfactory to the form of Exhibit F heretoTrustee; or (Bb) the Net Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, or consolidation or merger are applied in accordance with Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into Holdings, either Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to Holdings, either Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor other than the Parent may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indentureunder, the Notes, its Note Guarantee and each Registration Rights Agreement this Indenture on the terms set forth herein or thereinherein, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B) such sale or other disposition transaction does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or disposition of all or substantially all of the properties or assets of a Guarantor to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 10.06 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company, an Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation (if other than the Guarantor) unconditionally (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially in satisfactory to the form of Exhibit F heretoTrustee; or (Bb) subject to Section 5.01 hereof, the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the applicable Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the applicable Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, merger or amalgamation of a Guarantor with or into the Company, an Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company, an Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may sell not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (Bii) the Net Proceeds of such sale sale, assignment, transfer, conveyance or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, conveyance or conveyance other disposition and upon the assumption by the successor PersonPerson pursuant to Section 10.04(b)(i) hereof, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Issuer and delivered to the Trustee. All the Note Guarantees so issued will Except as set forth in all respects have the same legal rank Articles 4 and benefit under 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture as or in any of the Note Guarantees theretofore and thereafter issued in accordance Notes will prevent any consolidation or merger of a Guarantor with or into the terms Issuer or another Guarantor, or will prevent any sale, assignment, transfer, conveyance or other disposition of this Indenture as though all or substantially all of such Note Guarantees had been issued at the date properties or assets of a Guarantor to the execution hereofIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor that is a Subsidiary of the Company may sell or otherwise dispose of all or substantially all of its properties or assets to, or not: (1) consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor in one or more related transactions, to another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1a) immediately after giving effect to such transactiontransaction or series of transactions, no continuing Default or Event of Default exists; and (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially indenture, in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B2) such sale the transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (2) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor that is a Subsidiary of the Company with or into the Issuer or another Guarantor, or will prevent any sale or other disposition of the properties or assets of a Guarantor that is a Subsidiary of the Company as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee Guarantee, this Indenture and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, transaction complies with Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Article 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Ai) subject to Section 10.05 hereof10.05, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoE, all the obligations of such Guarantor under this Indenture, its Note Guarantee and the other Note Documents; or (Bii) such sale or other disposition transaction does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof4.11. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (2)(i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 10.04 hereof, no Guarantor of the Notes of any Series (other than Parent) may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof10.04 hereof and if it is not already a Guarantor of the Notes of such Series, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement of the Notes of such Series on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B) such sale or other disposition does not violate complies with Sections 3.07 and 4.10 hereof (it being understood that only such portion of the applicable provisions Net Proceeds as is or is required to be applied on or before the date of this Indenture, including without limitation, Section 4.10 hereofsuch release in accordance with the terms hereof needs to be so applied). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes of such obligationsSeries and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued assumed will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in ARTICLES IV and V hereof, and notwithstanding clauses 2(A) and (B) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of all or substantially all of the property of a Guarantor to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 (“Releases”) hereof, no if the Subsidiary Guarantee of a Guarantor has not been released, such Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the transferee, resulting or surviving Person) ), another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Subsidiary Guarantee and each the Registration Rights Agreement on the terms set forth herein or thereinAgreement, pursuant to a supplemental indenture substantially in Indenture satisfactory to the form of Exhibit F heretoTrustee and an amendment to the Registration Rights Agreement; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with Section 4.19 (“Asset Sales”). provided, however, that the applicable provisions transfer, sale or other disposition of this Indentureall or substantially all of the assets of, including without limitationdirectly or indirectly, the Guarantors as a whole will be governed by Article V and may be subject to Section 4.10 hereof4.18 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureIndenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding clauses (1) and (2) of this Section 11.04, any Guarantor may merge with another Subsidiary that has no significant assets or liabilities and was incorporated solely for the purpose of reincorporating that Guarantor in another U.S. jurisdiction so long as the amount of the Company’s Indebtedness and the Indebtedness of the Restricted Subsidiaries is not increased as a result of the merger.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Unless such sale or other disposition or consolidation or merger or a contemporaneous event or circumstance, or a series of contemporaneous events or circumstances, results in Section 10.05 hereofthe release of the Note Guarantee of such Guarantor pursuant to and in compliance with the terms of this Indenture, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) such Guarantor is the surviving entity; or (b) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially in the form of Exhibit F E hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (2)(a) and (b) above, nothing contained herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 11.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially indenture, and appropriate Security Documents and the Registration Rights Agreement, in each case, in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, transaction complies with Section 4.10 4.12 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Article 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) subject to Section 11.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, its Parent Guarantee or Subsidiary Guarantee, as applicable, and the Registration Rights Agreement on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2c) either: (A) subject if the Guarantor is a party to Section 10.05 hereofthe Environmental Indemnity Agreements, the Person acquiring the properties or assets all rights afforded to such Guarantor are effectively assigned in any such sale or other disposition or full to the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all or the obligations of that Guarantor under this IndenturePerson to which such sale, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein assignment, transfer, conveyance or thereinother disposition has been made, pursuant to a supplemental indenture substantially in agreements reasonably satisfactory to the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofTrustee. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Parent Guarantee or Subsidiary Guarantee, as applicable, endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Parent Guarantees or Subsidiary Guarantees, as applicable, to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Parent Guarantees and all Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees Parent Guarantee and Subsidiary Guarantee theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Parent Guarantees and Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof18.5, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person other than Targa Resources Partners the Company or another Guarantor, Guarantor unless: (1a) subject to Section 18.5 hereof, the Person acquiring property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles V and XII hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the is a Guarantor) , or unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor. 001214-0006-16616731.1

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 11.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and each the Registration Rights Agreement and the security documents on the terms set forth herein or therein, pursuant to a supplemental indenture substantially indenture, joinder or and appropriate security documents in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 10.06 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, (i) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger or amalgamation (other than the “Successor Guarantor”) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, Security Documents pursuant to a supplemental indenture substantially and appropriate Security Documents satisfactory to the Trustee, (ii) the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens under the applicable Security Documents on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction; (iii) the Collateral owned by or transferred to the Successor Guarantor shall: (A) continue to constitute Collateral under this Indenture and the applicable Security Documents, (B) be subject to Liens in favor of the applicable Collateral Trustee for the benefit of the Holders and any other Parity Lien Indebtedness or Priority Lien Indebtedness and (C) not be subject to any Lien other than Permitted Liens; and (iv) the property and assets of the Person which is merged or consolidated with or into the Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the applicable Security Documents, shall be treated as after-acquired property and the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the form of Exhibit F heretomanner and to the extent required under this Indenture and the Security Documents; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the applicable Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the applicable Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no a Guarantor may sell not, directly or otherwise dispose of indirectly, (1) consolidate with or merge with or into, or (2) sell, convey, transfer or lease all or substantially all of its properties or and assets to, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such that transaction, no Default or Event of Default existshas occurred and is continuing or would be caused thereby; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition Disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes is an entity organized under the laws of the United States and otherwise reasonably acceptable to the Trustee and expressly assumes, by executing and delivering a supplemental indenture to the Trustee and the Collateral Agent that is satisfactory in form to the Trustee in accordance with Article 10 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of that Guarantor under its Guarantee, this Indenture, its Indenture and all appropriate Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoSecurity Documents; or (Bii) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, transaction is permitted by Section 4.10 hereof4.08 and Section 4.10. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee of such obligationsGuarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Article 4, and notwithstanding Section 13. 04(a), Section 13.04(b)(i) and Section 13.04(b)(ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any Disposition of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Whitebox Relative Value Partners, LP v. Transocean Ltd., No. 20 Civ. 7143 (GBD), 2020 BL 490673 (S.D.N.Y. Dec. 16, 2020) notwithstanding, the Parties agree this Section 13.04 is not boilerplate.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor that is a Subsidiary of the Partnership may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than Targa Resources Partners either Issuer or another Guarantor, unless: (1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, either (i) the Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture or such other supplements or joinders to the Security Documents, all the obligations of that Guarantor under the Notes, this Indenture, the Collateral Trust Agreement, the Intercreditor Agreement, the other Security Documents and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (Bb) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, transaction complies with Section 4.10 hereof. . (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Partnership or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Partnership and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinherein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section Sections 3.09 and 4.10 hereof; provided that the 7-Eleven Transaction or any Qualified Retail Asset Sale shall not constitute the sale or other disposition of all or substantially all of the properties or assets of any Guarantor. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (2) either:: (a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (A3) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) unconditionally assumes all the obligations of that Guarantor under its Subsidiary Guarantee, this Indenture, its the Intercreditor Agreement and the Note Guarantee and each Registration Rights Agreement Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoE hereto or other agreement in form and substance reasonably satisfactory to the Trustee; orand (B4) prior to a Release Event or if a Reversion Event has occurred, following such Reversion Event, to the extent any assets of the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other disposition does not violate than that Guarantor) are assets of the applicable provisions type which would constitute Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger (if other than that Guarantor) will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Note Security Documents in the manner and to the extent required in this Indenture, including without limitation, Section 4.10 hereofIndenture or any of the Note Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Note Security Documents. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligationsthe Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any a supplemental indenture substantially in the form of Exhibit E hereto or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered other agreement reasonably satisfactory to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Article 5 hereof, and notwithstanding clause (1) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may sell not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners CNX Midstream or another Guarantor, unless: (1a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (Bii) the Net Proceeds of such sale sale, assignment, transfer, conveyance or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, conveyance or conveyance other disposition and upon the assumption by the successor PersonPerson pursuant to Section 10.04(b)(i) hereof, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will Except as set forth in all respects have the same legal rank Articles 4 and benefit under 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture as or in any of the Note Guarantees theretofore and thereafter issued in accordance Notes will prevent any consolidation or merger of a Guarantor with the terms or into CNX Midstream or another Guarantor, or will prevent any sale, assignment, transfer, conveyance or other disposition of this Indenture as though all or substantially all of such Note Guarantees had been issued at the date properties or assets of the execution hereofa Guarantor to CNX Midstream or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (2) either:: (a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (A3) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) unconditionally assumes all the obligations of that Guarantor under its Subsidiary Guarantee, this Indenture, its the Intercreditor Agreement and the Note Guarantee and each Registration Rights Agreement Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoE hereto or other agreement in form reasonably satisfactory to the Trustee; orand (B4) prior to a Release Event or if a Reversion Event has occurred, following such Reversion Event, to the extent any assets of the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other disposition does not violate than that Guarantor) are assets of the applicable provisions type which would constitute Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger (if other than that Guarantor) will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Note Security Documents in the manner and to the extent required in this Indenture, including without limitation, Section 4.10 hereofIndenture or any of the Note Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Note Security Documents. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligationsthe Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any a supplemental indenture substantially in the form of Exhibit E hereto or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered other agreement reasonably satisfactory to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Article 5 hereof, and notwithstanding clause (1) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that becomes a Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, Indenture pursuant to a supplemental indenture substantially in the form of attached hereto as Exhibit F heretoF; or (Bb) such sale or other disposition transaction at the date thereof does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee and substantially in the form attached hereto as Exhibit F, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Regency Energy Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 14.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoC to the Fifth Supplemental Indenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.06, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), or sell or otherwise dispose of all or substantially all of its assets to, another Person, other than Targa Resources Partners Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) either (1) the Person acquiring the property in any such sale or disposition or, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or an Issuer) (i) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Note Guarantee and the Registration Rights Agreement, as applicable, on the terms set forth herein or therein and (ii) causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such entity or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including Section 4.10; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All of the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than the Parent and any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 10.05 hereof4.13) will not, no and the Issuers will not cause or permit any Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, any Person other than Targa Resources Partners the Issuers or another Guarantor, any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a limited liability company or corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee) executed and delivered to the Trustee, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; (3) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (24) either: immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of Section 5.01(a)(2). Any merger or consolidation of (i) a Guarantor with and into an Issuer (with the Issuer being the surviving entity) or another Guarantor or (ii) a Guarantor or the Issuers with an Affiliate organized solely for the purpose of reorganizing such Guarantor or the Issuers in another jurisdiction in the United States or any state thereof or the District of Columbia or changing the legal form of such Guarantor or the Issuers need only comply with (A) subject to clause (4) of Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor5.01(a) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate in the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidationa merger or consolidation involving (x) the Issuers as described in clause (ii) above, mergerclause 1(b)(y) of Section 5.01(a) and (y) in the case of a Guarantor as described in clause (ii) above, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all clause (2) of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofimmediately preceding paragraph.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person (other than Targa Resources Partners the Company or another Guarantor), unless: , (i) either (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture, substantially in the form of Annex A hereto, or pursuant to such other agreements as are reasonably satisfactory to the Trustee, all the obligations of that such Guarantor under this Indenture, the Notes and its Note Subsidiary Guarantee and each Registration Rights Agreement all other obligations of such Guarantor under the Senior Secured Lien Documents to which it is a party on the terms set forth herein or therein, pursuant to a supplemental indenture substantially therein and takes such other action (as set forth in the form Officers’ Certificate) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to the Senior Secured Liens, and perfected by filings or other methods, all in the manner and to the extent required under the Senior Secured Lien Documents, or (2) the Net Proceeds of Exhibit F hereto; or (B) such sale or other disposition does not violate are applied in accordance with the applicable provisions of this IndentureSection 4.10, including without limitationand (ii) immediately after giving effect to such transaction, Section 4.10 hereof. no Default or Event of Default exists. (b) In the case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee and substantially in the form of Annex A hereto, of such obligationsthe Subsidiary Guarantee and the due and punctual performance of all of the covenants of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 14.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoC to the Sixth Supplemental Indenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no a Guarantor may sell not, directly or otherwise dispose of indirectly, (1) consolidate with or merge with or into, or (2) sell, convey, transfer or lease all or substantially all of its properties or and assets to, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such that transaction, no Default or Event of Default existshas occurred and is continuing or would be caused thereby; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes is an entity organized under the laws of the United States and otherwise reasonably acceptable to the Trustee and expressly assumes, by executing and delivering a supplemental indenture to the Trustee and the Collateral Agent that is satisfactory in form to the Trustee in accordance with Article 10 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of that Guarantor under its Guarantee, this Indenture, its Indenture and all appropriate Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoSecurity Documents; or (Bii) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, transaction is permitted by Section 4.10 hereof4.08 and Section 4.11. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee of such obligationsGuarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Article 4, and notwithstanding Section 13.04(a), Section 13.04(b)(i) and Section 13.04(b)(ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may shall sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person (other than Targa Resources Partners the Company or another Guarantor), unless: , (1i) immediately after giving effect to such transaction, no Default or Event of Default exists; and either (21)(x) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or a Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or thereinassumes, pursuant to a supplemental indenture agreements or instruments substantially in the form of Exhibit F hereto; or Annex A hereto or in the forms specified in the Intercreditor Agreement, the Collateral Trust Agreement and the Security Documents or as are reasonably satisfactory to the Trustee and the Collateral Trustee, all the obligations of such Guarantor under the Notes, this Indenture, its Subsidiary Guarantee, the Intercreditor Agreement, the Collateral Trust Agreement and the Security Documents to which it is a party on terms set forth therein and (By) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or a Guarantor) shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents; or (2) such transaction or series of related transactions does not violate the applicable provisions of this IndentureSection 4.10, including without limitationand (ii) immediately after giving effect to such transaction or series of related transactions, Section 4.10 hereof. no Default or Event of Default exists. (b) In the case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee and substantially in the form of Annex A hereto, of such obligationsthe Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, the applicable Guarantor, such successor Person will shall succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof11.05, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof5.10. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 5 and 6, and notwithstanding clauses 2(a) and (b) above, nothing contained herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no a Guarantor may sell not, directly or otherwise dispose of indirectly, (1) consolidate with or merge with or into, or (2) sell, convey, transfer or lease all or substantially all of its properties or and assets to, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such that transaction, no Default or Event of Default existshas occurred and is continuing or would be caused thereby; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes is an entity organized under the laws of the United States, any State thereof or the District of Columbia, and expressly assumes, by executing and delivering a supplemental indenture to the Trustee and the Collateral Agent that is satisfactory in form to the Trustee and the Collateral Agent in accordance with Article 10 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of that Guarantor under its Guarantee, this Indenture, its Indenture and all appropriate Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoSecurity Documents; or (Bii) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitationtransaction is permitted by Section 4.11, Section 4.10 hereof4.21 and Section 4.22. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the TrusteeTrustee and the Collateral Agent and satisfactory in form to the Trustee and the Collateral Agent, of the Guarantee of such obligationsGuarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Article 4, and notwithstanding Section 13.04(a), Section 13.04(b)(i) and Section 13.04(b)(ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor other than the Parent may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indentureunder, the Notes, its Note Guarantee and each Registration Rights Agreement this Indenture on the terms set forth herein or thereinherein, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B) such sale or other disposition transaction does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or disposition of all or substantially all of the properties or assets of a Guarantor to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof1304, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereofin the case of a consolidation or merger, such Guarantor shall be the surviving or continuing entity; (b) the Person (if other than the Company or a Guarantor) acquiring the properties or assets property in any such sale or other disposition or the Person (if other than the Company or a Guarantor) formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, the applicable Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bc) such transaction is (i) a sale or other disposition does of all or substantially all of the assets of such Guarantor (including by way of merger or consolidation) to a Person or Persons that are not violate (either before or after giving effect to such transaction) a Restricted Subsidiary; or (ii) a sale or other disposition of all of the applicable provisions Capital Stock of this Indenture, including without limitation, Section 4.10 hereofthat Guarantor to a Person or Persons that are not (either before or after giving effect to such transaction) a Restricted Subsidiary. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding subclauses (b) and (c) of the second preceding paragraph, nothing in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of any Guarantor with or into each other or with or into the Company. Upon any such consolidation or merger, the Subsidiary Guarantee of the Subsidiary Guarantor that does not survive the consolidation or merger shall no longer be of any force or effect. (b) Except as otherwise provided for a merger or consolidation in which a Guarantor is sold and its Guarantee is released in compliance with the provisions of Section 10.05 hereof10.5, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or shall consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another PersonPerson unless, other than Targa Resources Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereofthe provisions of the following paragraph and certain other provisions of this Indenture, the Person acquiring the properties or assets in any such sale or other disposition or (i) the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) unconditionally assumes all the obligations of that such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor’s obligations under this Indenture, its Note such Guarantor’s Guarantee and each Registration Rights Agreement this Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, including without limitation, Section 4.10 hereofno Default or Event of Default shall have occurred or be continuing. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such obligationsGuarantor, such successor Person will corporation shall succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person corporation thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) The Trustee, subject to the provisions of Section 12.4 hereof, shall be entitled to receive an Officers’ Certificate as conclusive evidence that any such consolidation or merger, and any such assumption of Guarantee obligations, comply with the provisions of this Section 10.3. Such Officers’ Certificate shall comply with the provisions of Section 12.5.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee Guarantee, this Indenture and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (2)(a) and (b) above, nothing contained herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 11.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, the Collateral Documents, its Note Guarantee and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially and appropriate Collateral Documents in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 hereof10.07 of the Indenture, Section 8 of the First Supplemental Indenture, Section 8 of the Second Supplemental Indenture, Section 8 of the Third Supplemental Indenture or Section 8 of this Supplemental Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than Targa Resources Partners the Company or another Guarantor, unless: : (1i) immediately after giving effect to such transaction, no Default or Event of Default exists; and exists and (2ii) either: either (A) subject to Section 10.05 hereof10.07 of the Indenture, Section 8 of the First Supplemental Indenture, Section 8 of the Second Supplemental Indenture, Section 8 of the Third Supplemental Indenture and Section 8 of this Supplemental Indenture, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, this Supplemental Indenture, its Note Guarantee and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this the Indenture, including without limitation, limitation Section 4.10 hereof. thereof. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any Guarantor under the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trusteethis Supplemental Indenture. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Supplemental Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Supplemental Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a)(ii)(A) or (B) above, nothing contained in the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, this Supplemental Indenture or in any of the Notes will prevent any combination or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 14.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoC to the Third Supplemental Indenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Regency Energy Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 14.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoC to the Third Supplemental Indenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof10.06, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another any Person, other than Targa Resources Partners or another sell, convey, transfer, lease or dispose of all or substantially all of its assets in one transaction or a series of related transactions, to any Person, whether or not affiliated with such Guarantor, or permit any Person to merge with or into the Guarantor unless: : (A) the other Person is the Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (B) (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes; and (2) immediately after giving effect to such the transaction, no Default has occurred and is continuing; or Event of Default exists; and (2C) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the Person formed by sale or surviving any such consolidation disposition of all or merger substantially all the assets of the Guarantor (in each case other than to the GuarantorIssuer or a Restricted Subsidiary) unconditionally assumes all otherwise permitted by the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofindenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsall of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all All of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore such assumed obligations shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees obligations had been issued assumed at the date of the execution hereof. Except as set forth in Article 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (Bb) such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, transaction complies with Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1a) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, this Indenture pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B2) such sale transaction or other disposition series of transactions does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 5.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners Holdings, either Issuer or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F heretoindenture; or (Bb) the Net Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, or consolidation or merger are applied in accordance with Section 4.10 hereof, if applicable. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of such obligationsthe Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into Holdings, either Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to Holdings, either Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 10.04 hereof, no Guarantor of the Notes of any Series (other than Parent) may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof10.04 hereof and if it is not already a Guarantor of the Notes of such Series, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, Indenture and its Note Guarantee and each Registration Rights Agreement of the Notes of such Series on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit F heretoTrustee; or (B) such sale or other disposition does not violate complies with Sections 3.07 and 4.10 hereof (it being understood that only such portion of the applicable provisions Net Proceeds as is or is required to be applied on or before the date of this Indenture, including without limitation, Section 4.10 hereofsuch release in accordance with the terms hereof needs to be so applied). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes of such obligationsSeries and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued assumed will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, and notwithstanding clauses 2(A) and (B) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of all or substantially all of the property of a Guarantor to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Targa Resources Partners the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Subsidiary Guarantor under this Indenture, its Note Guarantee Guarantee, this Indenture and each the applicable Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in substantially in the form of Exhibit F E hereto; or (Bb) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligationsthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in (a) Subject to paragraph (b) of this Section 10.05 hereof10.02, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, corporation or Person unless (i) the Person formed by or surviving any such consolidation or merger (if other than Targa Resources Partners such Guarantor) is a corporation organized and existing under the laws of the United States of America, any state thereof, or another Guarantorthe District of Columbia and expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture, unless: in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture, (1ii) immediately before and after giving effect to such transaction, no Default or Event of Default exists; and , (2iii) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition Guarantor or the entity or Person formed by or surviving any such consolidation or merger on a pro forma basis will have Consolidated Net Worth (other immediately after the transaction) equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that all conditions precedent to the proposed transaction and to execution and delivery of such supplemental indenture have been complied with. This Section 10.02 (a) will not prohibit a merger between Guarantors or a merger between the Company and a Guarantor. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of such Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) unconditionally assumes all or the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on corporation acquiring the terms set forth herein or therein, pursuant to a supplemental indenture substantially property (in the form event of Exhibit F heretoa sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Guarantees; or (B) provided that the Net Cash Proceeds of such sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued are applied in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date provisions of the execution hereofIndenture described under Section 4.11.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or (B) the Net Proceeds of such sale or other disposition does not violate are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.