Common use of Authority to Pay Clause in Contracts

Authority to Pay. 6.1 Direction to pay The Indemnifier irrevocably directs the Agent to make such payments and comply with such demands or claims made on the Agent in respect of or purporting to be in respect of the Bank's Obligations as the Agent in its absolute discretion (but acting always in good faith) thinks fit without any reference to or further authority or direction from the Indemnifier, or any necessity to obtain the Indemnifier's confirmation or verification, and notwithstanding that the Indemnifier may have disputed the Agent's liability to pay or comply or that all or any part of the Bank's Obligations may not legally exist or be legally binding on the Agent. The Indemnifier agrees that the Agent may treat the Bank's Obligations as payable on first demand and that any such payment or compliance or purported compliance by the Agent shall as between the Agent and the Indemnifier be conclusive evidence that the Agent was liable to make the payment or comply with the demand or claim. 6.2 Underlying transaction The Indemnifier agrees that the Agent shall be concerned only with the demand or claim made on it and, where a demand or claim must be accompanied by any other document, with any such document, in each case as presented to the Agent, and not with any transaction to which the demand, claim or document relates, or as to whether the payment demanded or the claim made was in fact due. 6.3 Propriety of demand The Agent shall be entitled to rely without further enquiry on any demand, claim, document or communication believed by it to be genuine and correct and to have been signed or otherwise executed or made by the proper

Authority to Pay. 6.1 Direction to pay The Indemnifier irrevocably directs the Agent Issuers to make such payments and comply with such demands or claims made on the Agent Issuers in writing in respect of or purporting to be in respect of the Bank's Issuers’ Obligations as the Agent Issuers in its their absolute discretion (but acting always in good faith) thinks think fit without any reference to or further authority or direction from the Indemnifier, or any necessity to obtain the Indemnifier's ’s confirmation or verification, and notwithstanding that the Indemnifier may have disputed the Agent's Issuers’ liability to pay or comply or that all or any part of the Bank's Issuers’ Obligations may not legally exist or be legally binding on the AgentIssuers. The Indemnifier agrees that the Agent Issuers may treat the Bank's Issuers’ Obligations as payable on first demand and that any such payment or compliance or purported compliance by the Agent Issuers shall as between the Agent Issuers and the Indemnifier be conclusive evidence that the Agent was Issuers were liable to make the payment or comply with the demand or claim. 6.2 Underlying transaction The Indemnifier agrees that the Agent Issuers shall be concerned only with the demand or claim made on it them and, where a demand or claim must be accompanied by any other document, with any such document, in each case as presented to the AgentIssuers, and not with any transaction to which the demand, claim or document relates, or as to whether the payment demanded or the claim made was in fact due. 6.3 Propriety of demand The Each of the Agent and the Issuers shall be entitled to rely without further enquiry on any written demand, claim, document or communication believed by it to be genuine and correct and to have been signed or otherwise executed or made by the properproper person. In particular, but without limitation, neither the Agent nor the Issuers shall be obliged to investigate the propriety of any such written demand, claim, document or communication or the authority or identity of the person producing, claiming, signing or making such written demand, claim, document or communication.