Common use of Authorization of Actions to Be Taken Clause in Contracts

Authorization of Actions to Be Taken. by the Trustee Under the Collateral Documents, the Liquidity Facility Intercreditor Agreement and the Senior Notes Intercreditor Agreement. Subject to the provisions of Sections 7.1, 7.2, 7.3 and 9.2 hereof, the Trustee may and without the consent of the Holders of Notes, on behalf of the Holders of Notes, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of this Indenture, the Liquidity Facility Intercreditor Agreement, the Senior Notes Intercreditor Agreement or the other Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder, including, but not limited to, the appointment and approval of Collateral Agents and the appointment and approval of an insurance trustee. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation hereof or of the other Collateral Documents, the Liquidity Facility Intercreditor Agreement or the Senior Notes Intercreditor Agreement, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or under any of the other Collateral Documents or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken. by (a) The Collateral Agent and the Trustee Under are (i) authorized and empowered to execute and deliver, and accept delivery of, as the Collateral Documentscase may be of the Initial Share Pledge Agreement, the Liquidity Facility Intercreditor Initial Loan Pledge Agreement and the Senior Notes Intercreditor Agreement. Subject Initial ▇▇▇▇▇▇ effective on the Issue Date, and such other Security Documents or amendments thereto, to the provisions of Sections 7.1extent a party thereto, 7.2from time to time after the Issue Date, 7.3 and 9.2 hereof, the Trustee may any instruments and without the consent of the Holders of Notes, other documents related thereto and (ii) to receive on behalf of the Holders of Notes, take all actions it deems necessary the Notes any funds collected or appropriate in order distributed under the Security Documents or to (a) enforce any which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of the terms of this Indenture, the Liquidity Facility Intercreditor Agreement, the Senior Notes Intercreditor Agreement or the other Collateral Documents and . (b) collect Subject to the applicable Security Document and receive any and all amounts payable in respect Article 7 of the Obligations of the Company hereunderIndenture, including, but not limited tounless inconsistent with applicable law, the appointment Collateral Agent is authorized and approval of Collateral Agents and the appointment and approval of an insurance trustee. The Trustee shall have power empowered to institute and maintain such suits and proceedings as it may deem expedient are necessary to protect or enforce the Liens on the Collateral or the other rights under the Security Documents to which the Collateral Agent is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation hereof or of the other Collateral Documents, the Liquidity Facility Intercreditor Agreement such Security Documents or the Senior Notes Intercreditor AgreementIndenture, and such suits and proceedings as the Trustee may deem expedient are necessary to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Security Documents or hereunder or under any of the other Collateral Documents or be prejudicial to the interests of Holders or the Holders Collateral Agent. (c) For the avoidance of Notes or doubt and for the purposes of Article 18 of Law No. 20,190 of the Trustee)Republic of Chile, Deutsche Bank Trust Company Americas is hereby authorized, in its capacity as Collateral Agent of the Holders, to perform the following acts on behalf of the Holders: (i) to appear as Collateral Agent in Chile in one or more public deeds, accepting the Pledge Agreements. The Collateral Agent will be empowered to agree in said documents to all the necessary and appropriate clauses, terms and conditions; (ii) to grant, execute, deliver and perform any other act, contract, agreement, document or instrument in connection with the above, or the documents executed thereunder, which may be necessary to authorize or grant such Pledge Agreements and to fulfill the acts mentioned in sub clause (i) above, whether such agreements are granted by public deed or private instrument, and said documents or agreements may be in such form and contain such provisions as the Collateral Agent shall approve or agree; (iii) to do and perform any and all other acts which may be necessary or desirable to complete and execute the Pledge Agreements and perfect, maintain and preserve the Pledge Agreements and the security interest created thereby; and (iv) delegate the above powers to one or more sub-agents. The Company expressly accepts the appointment of the Collateral Agent as such for the Holders. The provisions of this clause 11.03(c) shall be construed in accordance with and governed by the laws of the Republic of Chile. For purposes of number 4 of Article 18 of Law N°20,190 of the Republic of Chile, a legalized copy of the Indenture shall be recorded with a Chilean Notary Public.

Authorization of Actions to Be Taken. by the Trustee Under the Collateral Documents, the Liquidity Facility Intercreditor Agreement and the Senior Notes Intercreditor Agreement. BY THE COLLATERAL AGENT UNDER THE SECURITY DOCUMENTS(A) Subject to the provisions of Sections 7.1the applicable Security Documents, 7.2each Holder, 7.3 by acceptance of the Notes, appoints U.S. Bank Trust Company, National Association as Collateral Agent consents to the terms of and 9.2 hereofagrees that the Collateral Agent shall, and the Collateral Agent is hereby authorized and directed to, execute and deliver the Security Documents to which it is a party and all agreements, documents and instruments incidental thereto, binding the Holders to the terms thereof, and act in accordance with the terms thereof. For the avoidance of doubt, the Trustee may Collateral Agent shall have no discretion under this Indenture or the Security Documents and whenever reference is made in this Indenture to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression or satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood in all cases that the Collateral Agent shall not be required to make or give and shall be fully protected in not making or giving any determination, consent, approval, request or direction without the consent written direction of the Holders of at least 50% in aggregate principal amount of then outstanding Notes, on behalf the Trustee or the Company, as applicable. This provision is intended solely for the benefit of the Holders of NotesCollateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, take all actions it deems necessary claim or appropriate in order counterclaim, or confer any rights or benefits on any party hereto. Further, the Collateral Agent shall be under no obligation to (a) enforce exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holder shall have offered to the Collateral Agent security and indemnity satisfactory to the Collateral Agent against any loss, cost, liability or expense which might be incurred by the Collateral Agent in compliance with such direction or request and then only to the extent required by the terms of this Indenture, the Liquidity Facility Intercreditor Agreement, the Senior Notes Intercreditor Agreement or the other Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder, including, but not limited to, the appointment and approval of Collateral Agents and the appointment and approval of an insurance trustee. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation hereof or of the other Collateral Documents, the Liquidity Facility Intercreditor Agreement or the Senior Notes Intercreditor Agreement, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or under any of the other Collateral Documents or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken. by the Trustee Under the Collateral Documents, the Liquidity Facility Intercreditor Agreement Documents and the Senior Notes Intercreditor AgreementAgreements. Subject to the provisions of Sections 7.1, 7.2, 7.3 the Collateral Documents and 9.2 hereof, the Intercreditor Agreements: (a) the Trustee may may, in its sole discretion and without the consent of the Holders of Notes, on behalf of the Holders of NotesHolders, take all actions it deems necessary or appropriate in order to (ai) enforce any of the terms of this Indenture, the Liquidity Facility Intercreditor Agreement, the Senior Notes Intercreditor Agreement or the other Collateral Documents Documents; and (bii) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder, including, but not limited toCompany, the appointment and approval of Collateral Agents Issuer and the appointment ▇▇▇▇▇ Guarantors hereunder and approval of an insurance trustee. The under the Collateral Documents; (b) the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient reasonably necessary to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation hereof or of the other Collateral Documents, the Liquidity Facility Intercreditor Agreement Documents or the Senior Notes Intercreditor Agreementthis Indenture, and such suits and proceedings as the Trustee may deem expedient reasonably necessary to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or under any of the other Collateral Documents thereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).; and (c) By acquiring a Note and without any further action on its part, each Holder hereby consents to the terms of each Intercreditor Agreement and authorizes and directs the Trustee to take each action that the Trustee is required to take pursuant to the terms of each Intercreditor Agreement. ARTICLE TWELVE

Authorization of Actions to Be Taken. by (a) The Collateral Agent is authorized and empowered to execute and deliver, and accept delivery of, as the Trustee Under the Collateral Documentscase may be, the Liquidity Facility Intercreditor Agreement Initial Share Pledge Agreements effective on the Issue Date, and such other Security Documents or amendments thereto, to the Senior Notes Intercreditor Agreement. extent a party thereto, from time to time after the Issue Date, and any instruments and other documents related thereto. (b) Subject to the provisions of Sections 7.1applicable Security Document, 7.2, 7.3 Article 7 and 9.2 hereof, the Trustee may and without the consent of the Holders of Notes, on behalf of the Holders of Notes, take all actions it deems necessary or appropriate in order to (aArticle 11.1(c) enforce any of the terms of this Indenture, the Liquidity Facility Intercreditor Agreementunless inconsistent with applicable law, the Senior Notes Intercreditor Agreement or the other Collateral Documents and (b) collect and receive any and all amounts payable in respect each of the Obligations of the Company hereunder, including, Collateral Agent and any Additional Share Pledge Collateral Agent is authorized and empowered (but not limited to, the appointment and approval of Collateral Agents and the appointment and approval of an insurance trustee. The Trustee shall have power obligated in any respect) to institute and maintain such suits and proceedings as it may deem expedient are necessary to protect or enforce the Liens on the Collateral or the other rights under the Security Documents to which such Collateral Agent or Additional Share Pledge Collateral Agent is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation hereof of such Security Documents or of the other Collateral Documents, the Liquidity Facility Intercreditor Agreement or the Senior Notes Intercreditor Agreementthis Indenture, and such suits and proceedings as the Trustee may deem expedient are necessary to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Security Documents or hereunder or under any of the other Collateral Documents or be prejudicial to the interests of Holder or, as the Holders case may be, the Collateral Agent or Additional Share Pledge Collateral Agent. (c) For the avoidance of Notes or doubt and for the purposes of Article 18 of Law No. 20,190 of the Trustee)Republic of Chile, the Collateral Agent is hereby authorized to perform the following acts on behalf of the Holders: (i) to appear as Collateral Agent in Chile in one or more public deeds, accepting the GeoPark Chile Share Pledge Agreement and any Additional Share Pledge Agreement governed under the laws of Chile to which it is a party; (ii) to grant, execute, deliver and perform any other act, contract, agreement, document or instrument in connection with the above, or the documents executed thereunder, which may be necessary in the opinion of the Issuer (and at the cost of the Issuer) to authorize or grant such GeoPark Chile Share Pledge Agreement and any Additional Share Pledge Agreement, for the benefit of the Collateral Agent, and to fulfill the acts mentioned in sub paragraph (i) above, whether such agreements are granted by public deed or private instrument, and said documents or agreements may be in such form and contain such provisions as the Collateral Agent shall approve or agree; (iii) to do and perform any and all other acts which may be necessary or desirable in the opinion of the Issuer (and at the cost of the Issuer) to complete and execute the GeoPark Chile Share Pledge Agreement and any Additional Share Pledge Agreement governed under the laws of Chile to which it is a party and perfect, maintain and preserve the GeoPark Chile Share Pledge Agreement and any Additional Share Pledge Agreement governed under the laws of Chile to which it is a party and the security interest created thereby; and (iv) delegate the above powers to one or more of its Affiliates, Subsidiaries, attorneys and/or agents, as the case may be. The Issuer expressly accepts the appointment of the Collateral Agent in connection with the Chilean Collateral, for the benefit of the Holders. The provisions of this clause 11.03(c) shall be construed in accordance with and governed by the laws of the Republic of Chile. For purposes of number 4 of Article 18 of Law No. 20,190 of the Republic of Chile, a legalized copy of this Indenture shall be recorded with a Chilean notary public.