CORPAY

Client enters into this Business Account Application and Agreement (“Agreement”) with Cambridge, as of the date this document is executed by Client. 

1. DEFINITIONS 

Whenever used in this Agreement, unless inconsistent with the subject matter or context, the following terms shall have the following meanings: 

 

1.1. “Cambridge” means Cambridge Mercantile Corp. (U.S.A.) and any of its applicable parents, subsidiaries or corporate affiliates. 

1.2. “Cambridge Local Time” means the US Eastern Time zone as observed in New York City. 

1.3. “Balance Due” means the amount of funds sold to Cambridge by Client less any Initial Margin already paid. 

1.4. “Balance Due Date” means the date on which payment of the Balance Due must be received by Cambridge. The Balance Due Date must be a Business Day. 

1.5. “Beneficiary” means any payee so designated by Client. 

1.6. “Business Day” means a day on which commercial banks are open for ordinary banking business in both the jurisdiction in which an Order is initiated and the one in which such an Order is executed. 

1.7. “Buyer” means the Party so designated in an Option Contract. 

1.8. “Client” means the party entering into this Agreement with Cambridge. 

1.9. “Confirmation” means the communication sent by Cambridge to Client setting out material details of an Order. 

1.10. “Delivery Date” means the date on which funds are available for disposition upon receipt of Client’s Beneficiary payment instructions, provided Client has fully paid for the purchased funds and complied with this Agreement. The Delivery Date must be a Business Day. 

1.11. “Delivery Instructions” means all information required by Cambridge to be provided by Client to Cambridge whereby Cambridge is directed to deliver Client’s funds to a Beneficiary, including without limitation information required to be collected by applicable law. 

1.12. “Delivery Window” means the period of time prior to Value Date during which Client may settle, either partially or fully, a Window Forward Contract. 

1.13. “Derivative Contract” means each Forward Contract and each Option Contract. 

1.14. “Early Variation Event” means if Client: 

1.14.1. Fails to deliver to Cambridge Payment, Settlement, Initial Margin or Variation Margin or, communicates to Cambridge an intent not to provide to Cambridge the foregoing in relation to any Order; 

1.14.2. Disputes the validity or existence of an Order; 

1.14.3. Defaults, or communicates its intent to default, on any of its obligations described in this Agreement including any of the representations or warranties set out in this Agreement or elsewhere; 

1.14.4. Is or is reasonably likely in Cambridge’s opinion to become Insolvent; 

1.14.5. Ceases or threatens to cease to carry on business or sells all, or substantially all of the assets of the business; 

1.14.6. Receives notice of, or becomes subject to a regulatory or enforcement action or investigation which, in the reasonable judgment of Cambridge, will materially impair the terms of this Agreement, the expected economic value of this Agreement, or the business reputation of Cambridge; 

1.14.7. Breaches this Agreement or any terms of an Order; 

1.14.8. Places an Order reasonably deemed by Cambridge, to represent a regulatory, compliance or business risk; or 

1.14.9. Is, or is suspected of, regulatory noncompliance or breach of any laws or regulations. 

1.14.10. Cambridge, acting reasonably, determines that Client is likely to soon breach at least some of Client’s contractual obligations to Cambridge. Examples: 

1.14.10.1. Client unilaterally cancels an established authorization for Cambridge to debit Client’s Settlement bank account when there are still one or more Derivative Contracts outstanding between Client and Cambridge. 

1.14.10.2. If Client’s Facility with Cambridge is subject to Client potentially being required to post Variation Margin(s), then if Client’s position at any time becomes out-the-money by at least 1.5 times the point at which Client’s duty to post is triggered. 

1.14.10.3. One or more of Client’s Settlement bank accounts is/are frozen. 

1.14.10.4. Client’s business (or similar) license(s) and/or regulatory approval(s) important for Client’s operation is/are suspended or terminated. 

1.15. “Facility” means any trading limit, settlement limit, Foreign Currency exposure limit, or credit facility that Cambridge has expressly granted to Client. If Client is eligible, Cambridge may choose to issue Client a separate letter detailing Facility terms. 

1.16. “Foreign Currency” means any fiat currency other than the currency issued or recognized as legal tender by the country of Client’s principal place of business. 

1.17. “Forward Contract” means either a Window Forward Contract or Outright Forward Contract. 

1.18. “Funding Balance” means Client funds held by Cambridge for Client pending receipt of an instruction from Client, including Beneficiary details. 

1.19. “In The Money” or “ITM” means that the prevailing market exchange rate for the currency pair in an Option Contract is less favorable than the strike price for that Option Contact. 

1.20. “Initial Margin” means an amount required by Cambridge, either in the form of funds held by Cambridge for a Client, or in the form of a Payment by Client, to be applied in partial payment of an Order. 

1.21. “Insolvent” means that an entity is insolvent or otherwise unable to pay its debts as 

they become due, or is subject to any proceeding, whether voluntary or involuntary, for bankruptcy, liquidation, administration or relief from creditors. 

1.22. “Legal Entity Identifier” or “LEI” means a unique 20-character alphanumeric code issued by the Global Legal Entity Identifier System administered by the Global Legal Entity Identifier Foundation. 

1.23. “Loss” or “Losses” means direct and consequential financial losses, damages, costs, judgments, penalties, fines, expenses, legal and accounting fees and expenses, costs of investigation, settlements, court costs and other expenses of litigation, as well as fees and expenses and losses not related to litigation or legal process and lost profits. 

1.24. “Margin Call” means any notice of demand issued by Cambridge to Client that either Initial Margin or Variation Margin is due and payable. 

1.25. “Margin Threshold” is the negative mark-to-market exposure which Cambridge will accept before requiring via Margin Call that Client promptly provide Cambridge with Variation Margin to secure Client’s obligations under an Order or series of Orders. 

1.26. “Online System” means any secure Internet or cloud-based electronic system, which allows users to access Cambridge Services through an interface or protocol or application program interface, including any proprietary Cambridge application program interface product and service related to such proprietary application program interface. 

1.27. “Online System Access Method” means a unique user identification and unique password for each User required to access the Online System. 

1.28. “Option Contract” means a legally binding agreement wherein, upon the purchase of such contract, Client agrees, whether in consideration of payment to Cambridge of a Premium or otherwise, that, on a specific date or range of dates in the future, Client has the right but not the obligation to purchase a specific amount of funds in one currency from Cambridge and to sell a specific amount of funds in another currency to Cambridge; or sell a specific amount of funds in one currency to Cambridge and purchase a specific amount of funds in another currency from Cambridge, subject to any other terms documented in the Confirmation. 

1.29. “Order” (= “Deal”) means a request by Client to Cambridge to provide Services, including any request for Services made by mail, electronic mail, facsimile, telephone, Online System or other means. 

1.30. “OTM” (stands for Out-The-Money): this is whenever market movement causes Client’s position’s net mark-to-market value to fall below zero. This makes Client’s Cambridge account OTM. 

1.31. “Outright Forward Contract” a binding agreement in which Client agrees to purchase from or sell to Cambridge a specific amount of funds in one currency and to settle, on an agreed future date, in a specific amount of funds in another currency. 

1.32. “Party” or “Parties” mean individually or collectively, Client and Cambridge. 

1.33. “Payment” means good, cleared funds received by Cambridge from, or on behalf of, Client. 

1.34. “Payment Acceptance Limit” means the amount of currency that Cambridge will remit to Client’s Beneficiaries before receipt by Cambridge of cleared value from Client. Please note that when an order exceeds the Payment Acceptance Limit and Client settles with Cambridge via a method other than wire, all payments or line items within the order will be held by Cambridge until the transaction clears – typically between three and five Business Days after funds have left Client’s bank account. As such, Cambridge suggests that Client should group payments appropriately to ensure that high- priority items are remitted first. If Client has a high priority payment which is under Client’s Payment Acceptance Limit, Client should ensure that it is not grouped with any other payments which would put the total order over Client’s Payment Acceptance Limit. 

1.35. “Permitted Counter-party” means a client who, in Cambridge’s sole discretion, has met the requirements for entering into an Option Contract with Cambridge, which requirements may be changed, from time to time, by Cambridge in its sole discretion. 

1.36. “Prepaid Card” refers to a physical or virtual card which notionally stores Client funds representing a claim against the third party issuing financial institution for use as a means of redemption for bank notes or payment for goods or services sold or provided by merchant members of the card network. 

1.37. “Premium” means the amount that is payable by the Buyer to the Seller on the Premium Payment Date for an Option Contract. 

1.38. “Premium Payment Date” means the date that is one (1) clear Business Day after the date that an Option Contract is entered into. 

1.39. “Reporting Requirements” means any applicable laws, rules, regulations, instruments, orders or directives and any requirements of a regulatory or supervisory organization that mandate reporting and/or retention of transaction and similar information. 

1.40. “Seller” means the Party so designated in an Option Contract. 

1.41. “Services” means Cambridge’s provision of various foreign exchange (including spot contracts and/or Derivative Contracts), settlement and delivery products and services, including without limitation, an electronic transaction platform; risk management and hedging services, and prepaid card products and services. 

1.42. “Settlement” means the total amount, including the cost of currency acquisition and any fees and charges, Client owes to Cambridge, less any Initial Margin held by Cambridge. 

1.43. “Settlement Instructions” means instructions given by Client to Cambridge whereby Client indicates the means by which it will pay to Cambridge the Settlement for an Order. 

1.44. “User” (also called “Authorized User”; also called “Authorized Representative”) means an individual authorized by Client to access the Services and place and/or enter into Orders on behalf of Client in accordance with this Agreement. 

1.45. “Value Date” means the date on which an Order becomes due for delivery and Settlement. 

1.46. “Variation Margin” means cash funds required when the net marked to market value of all open Orders exceeds 10% or an alternative 

percentage or fixed amount as Cambridge may advise, of the notional value of all open Orders. 

1.47. “Window Forward Contract” means a binding agreement in which Client agrees to purchase from or sell to Cambridge a specific amount of funds in one currency and to settle, on any date during the Delivery Window, in a specific amount of funds in another currency. 

2. CONDUCTING BUSINESS WITH CAMBRIDGE 

2.1. Agreement. This Agreement shall apply to any and all Orders. The specific transactional details of each Order will be agreed upon and will be as set out in a Confirmation. For the avoidance of doubt, each Order for which Cambridge issues a Confirmation will constitute an independent contract, governed by the terms of this Agreement. 

2.2. Provision of Services. Where any of the Services involve the conversion of amounts from one currency into another currency and the remittance of funds to the designated Beneficiary, Cambridge will provide such Services as principal. 

2.3. Execution of Order. Any Order received from Client will be acted upon on a commercially reasonable efforts basis only. There is no guarantee by Cambridge that an Order can or will be filled (even if a previous, similar Order was filled) or that instructions provided can or will be acted upon. Cambridge may reject any Order if: 2.3.1. Cambridge determines, in good faith and in its sole discretion, that such Order is unclear or was not authorized by Client or a User; 

2.3.2. Cambridge determines, in its sole discretion, that the Order may be contrary to law, contrary to prudent business practices, outside Cambridge’s risk profile, or would require Cambridge to exceed the Facility granted to Client; 

2.3.3. Client is Insolvent or in default of this Agreement or Cambridge determines, in its sole discretion, that it may not receive payment from Client in Settlement of the related Order; or 

2.3.4. The Order is incorrect, incomplete or unsatisfactory to Cambridge for any reason. 

2.4. Reliance on Instruction. Cambridge is hereby authorized by Client to accept, act and rely upon any instruction, whether oral or written, that Cambridge reasonably believes to have been made by, or on behalf of Client. Cambridge and its representatives are not liable for any Losses Client may suffer as a result of the misconduct of User(s) or any other person purporting to act on behalf of Client. 

2.5. Audio Recording. An audio record of any or all oral Orders, and any other oral communications between the Parties, including Users, may be taken and maintained by Cambridge, and Client hereby expressly authorizes and agrees to the taking and maintaining of such records. All audio recordings are Cambridge’s sole property, subject to applicable law. Client agrees that such recordings may be relied upon by Cambridge in the event of any dispute. 

2.6. No Advice. Client represents that each Order entered into by Client will be based upon Client’s own judgment and that Client is not relying on any communication of Cambridge or its representatives as investment advice, as a recommendation to enter into a transaction or as an assurance of expected results. Client 

acknowledges that Cambridge is not acting as a fiduciary or advisor to Client in respect of any Order. 

2.7. Information Sources. Market information may, from time to time, be provided to Client through Cambridge. This information may be obtained from various information providers through sources believed to be reliable. Cambridge does not guarantee the timeliness, sequence, accuracy, completeness, or fitness for a particular purpose of any market information provided through Cambridge. Such information may include opinions and recommendations of individuals or organizations and Client understands that Cambridge may not endorse such recommendations or opinions, and that Cambridge is not providing any investment, tax, accounting or legal advice to Client by including or making available such market information. 

2.8. Orders Binding. An Order becomes binding on Client upon receipt by Cambridge and creates an obligation on Client to settle the Order. Any Losses in connection with Client’s failure to settle an Order are the sole responsibility of Client. 

2.9. Confirmations. Upon Cambridge’s acceptance of an Order, Cambridge may issue a Confirmation to Client. The Confirmation is evidence of certain material terms of the Order. An Order will not be invalidated if for any reason the Confirmation is not issued to Client by Cambridge. In such circumstances, the records of Cambridge with respect to that Order will constitute conclusive evidence of the terms of the Order. If there are any discrepancies between the Order and the Confirmation, Client must notify Cambridge of such discrepancy within one (1) clear Business Day of the day that Cambridge sends a Confirmation, otherwise the Confirmation will constitute conclusive proof and agreement of the Parties of the details of the Order. 

2.10. Interest. No interest is paid by Cambridge on any funds held on behalf of Client, except as may be agreed and separately documented. 

2.11. Means of Processing Transactions. Cambridge may use whatever intermediary banks, payments systems or methods Cambridge deems commercially reasonable and appropriate for processing an Order. Client agrees to be bound by applicable law, regulations, clearing house rules or other rules or procedures of any funds transfer or communications system that is used. While Cambridge will make every commercially reasonable effort to ensure the timely fulfilment of each Order, Cambridge is not responsible for the speed and timing of payment processing by financial institutions or systems beyond the control of Cambridge. Cambridge is not responsible for any errors or omissions or for any actions that may be taken or not taken, or fees that may be deducted, by any intermediary or correspondent financial institution or by the Beneficiary’s financial institution in association with any Order, including any cancellation or rejection. 

2.12. Inaccuracy or Incomplete Instruction. Client agrees that Cambridge may rely on information provided by Client in processing an Order. If Client fails to provide a timely, complete, accurate or legible instruction, Cambridge may place the funds in a Funding Balance pending receipt from Client of the information necessary to fulfil the Order. Cambridge and its representatives shall not be liable for any Loss as a result of any such delay. Furthermore, Client agrees that any error or omission in such information, including, but not limited to, incorrect Beneficiary account number or name, Beneficiary financial institution name, or other account, international bank account number or routing number, or transit numbers, are Client’s sole responsibility and liability. 

2.13. Cancellation and Correction. Once Cambridge accepts an Order, Client may not cancel the Order and Client is liable for all amounts owed as result. As set out above, Client may correct Order details if the Confirmation does not reflect the Order details agreed upon. If Client otherwise wishes to cancel or amend an Order, Cambridge shall use commercially reasonable efforts only to do so. There is no assurance that Cambridge will be able to cancel or amend an Order. Client shall indemnify and hold Cambridge and its representatives harmless for any and all Losses incurred by Cambridge and its representatives in attempting to cancel or amend an Order, whether or not ultimately successful. 

2.14. Fees. Client understands that Cambridge will charge certain fees for the Services, as set forth in a fee schedule that will be provided to Client upon request. Client agrees and acknowledges that Client has agreed to the relevant fee for the Service before placing an Order. All fees payable under this Agreement are exclusive of any legally applicable value added tax or similar sales or turnover tax in any relevant jurisdiction. 

3. SETTLEMENT 

3.1. Payment. To fund payments that Client initiates through Cambridge, Client authorizes Cambridge to transfer funds from the bank account indicated in any agreement between the Parties whereby Client authorizes Cambridge to electronically debit a bank account designated by the Client. This authority is to remain in full force and effect until Cambridge has received written notification from Client of its termination in such time and manner as to afford Cambridge a reasonable opportunity to act on such notification after completing all open Orders at the time of such notification. 

3.2. Settlement. Unless otherwise provided in this Agreement or agreed in writing between the Parties, Client agrees to promptly deliver to Cambridge the total amount of the cost to Client of an Order, including the cost of currency acquisition as well as any fees and charges related to the execution of the Delivery Instructions, to Cambridge’s nominated bank account in immediately available funds on or before the Value Date. If Settlement is paid to Cambridge electronically, Client agrees that Settlement shall not be recallable by Client without Cambridge’s prior written consent. If Client fails to make immediate payment in full Settlement for an Order, Cambridge has the right to suspend this Agreement; terminate this Agreement; terminate, close or unwind any Order; initiate any proceedings and take any other steps necessary to recover any Balance Due. Such steps shall be in the sole discretion of Cambridge, and Client agrees: 

(i) that Cambridge and its representatives shall have no liability to Client, and Client waives any claim or 

action against Cambridge and its representatives; 

(ii) to indemnify and hold Cambridge and its representatives harmless from any and all Losses incurred by Cambridge and its representatives resulting from Client’s failure to pay and Cambridge’s effort to collect any Balance Due, including any costs associated with terminating and unwinding any Order; 

(iii) Cambridge may recover interest upon any unpaid amounts calculated at the daily rate of the indicator lending rate for business overdrafts as periodically announced by the local central bank, reserve bank, or monetary authority plus 2%. Cambridge reserves the right to deduct interest, and any fees charged and costs incurred pursuant to this Agreement, from Initial Margins and Variation Margins that Cambridge may hold for Client. Client acknowledges that Cambridge will be entitled to notify a credit reporting body of non-payment by Client, in accordance with any applicable privacy legislation. 

3.3. Right of Set-off and Netting. Cambridge may, without prior notice, set-off any amount owing by Client to Cambridge against any other amount owing by Cambridge to Client, including amounts held as Initial Margin and/or Variation Margin. In the event that any Initial Margin and/or Variation Margin is used to set-off any amounts owed by Client, Client shall immediately restore the Initial Margin and Variation Margin requirements for all Derivative Contracts, as required by Cambridge, failing which Cambridge may terminate any or all unfulfilled Orders and Client shall be responsible for all of Cambridge’s Losses as a result of such termination(s). Client acknowledges and consents to Cambridge netting Orders for the purpose of satisfying any Margin Call issued by Cambridge and/or for satisfying any shortfall incurred by Cambridge on the liquidation of any or all Orders. Client acknowledges and agrees that Cambridge is not obliged to net Orders for such purposes but that Cambridge may do so in its sole discretion. 

3.4. Payment Instructions. Provided that Client has fully paid for the funds purchased from Cambridge and complied with this Agreement, Cambridge will hold those funds until Cambridge’s receipt of Delivery Instructions from Client. Client may initiate transfer of its purchased funds by providing instructions to Cambridge. 

3.5. Electronic debits. If Client has authorized Cambridge to initiate debit entries to Client’s bank or other financial institution account by direct debits, Client agrees that in the case of debit instructions transmitted through the Online System, the usage of the Online System Access Method is a security procedure, which constitutes a commercially reasonable method of protecting against unauthorized debits. Client agrees to be bound by any debit instructions, whether authorized or not, issued in its name and acted upon by Cambridge, and Client agrees to indemnify Cambridge and hold it harmless from any Losses incurred by any of them in connection with the execution of debit instructions believed by any of them to have been issued by a User. In the event Client elects not to use or adhere to the security procedures described herein, Client will remain liable for any debit instructions issued in its name, whether authorized or not, and acted upon by Cambridge. Client agrees that Cambridge and Client’s financial institution(s) are authorized to credit Client’s account from time to time in the event that credit adjustments become necessary. 

3.6. Dishonored Settlement. In the event any funds transfer of any kind authorized by Client is dishonored by Client’s financial institution or not completed for any reason, Cambridge will charge and Client agrees, unless otherwise restricted by law or regulation, to pay all processing costs, fees, penalties and liabilities incurred by Cambridge as a result of such incomplete funds transfer. 

3.7. Settlement Extension. In the event Cambridge fails to receive Settlement on or before Value Date, Cambridge may, without the consent of Client, amend the originally agreed upon Value Date to the immediately subsequent Business Day (“Settlement Extension”). Client shall pay Cambridge any Losses incurred as a result of a difference between the value of the Order on the originally agreed upon Value Date and the prevailing market rate on the subsequent Business Day. Cambridge reserves the right to extend the settlement date of an Order as often as needed prior to its receipt of past due Settlement. At any time prior to the Value Date, Client may request Cambridge to extend the Value Date to a future Business Day (“Settlement Extension Request”). Client must have an underlying business purpose for each Settlement Extension Request. All Settlement Extension Requests are subject to the approval of Cambridge. Cambridge may decline a Settlement Extension Request in its sole discretion for any reason. In the event of Cambridge’s acceptance of a Settlement Extension Request, Client agrees to pay to Cambridge on demand within one (1) clear Business Day the amount of any and all Losses incurred by Cambridge and any fee assessed by Cambridge to Client in connection with its fulfilment of the Settlement Extension Request. 

4. AUTOMATED CLEARING HOUSE (“ACH”) 

4.1. ACH 

4.1.1. Cambridge may, with the consent of Client, initiate debit and/or entries to a specified deposit account held by Client at a depository financial institution. Client election for such debit entry by ACH is “ACH Debit”. 

4.1.2. Client acknowledges and agrees, regarding each every ACH transaction that Cambridge executes on Client’s instruction: 

4.1.2.1. Each such transaction shall be subject to “ACH Rules”: the rules and regulations established by the National Automated Clearing House Association (NACHA) and the United States Federal Reserve. 

4.1.2.2. Client shall be bound by the ACH Rules. Client shall have the rights and duties ACH Rules establish for an Originator. Likewise, Client shall not itself or through Cambridge use the ACH network to facilitate any payment that violates any law(s) of the United States. Client shall ensure that all ACH Entries entered hereunder (by Client itself, or Client through Cambridge) shall comply also with the entirety of this Agreement. Client shall make payment to Cambridge for any and all credit Entries originated, and also for any and all debit Entries that are Returned by an RDFI (Receiving Depository Financial Institution). 

4.1.2.3. Cambridge shall have the rights and duties ACH Rules establish for a Third-Party Sender. 

4.1.2.4.Cambridge shall have the right:

4.1.2.4.1. to terminate or suspend the Agreement for breach of the ACH Rules in a manner that permits Cambridge to comply with the ACH Rules; and

4.1.2.4.2 to audit Client’s compliance with the agreement(s) regarding Origination and with the ACH Rules.

4.1.3.Client authorizes Cambridge to pay relevant Beneficiaries of Client by way of originating ACH Entries to the accounts of such Beneficiaries (in ACH Rules, Beneficiaries are called Receivers).

4.2.DepositAccount Information. Client shall furnish certain deposit account information, including, without limitation, bank account number and bank routing number for each ACH Debit election. Client represents that all deposit account information provided to Cambridge is accurate. Client further represents that Client is the sole owner of the deposit account whose number or bank routing number is provided for the ACHDebit Transfer and that Client possesses the authority to withdraw funds from the deposit account without the approval or participation of other person(s)

4.3.SufficientFunds. When Client elects to make Payment for Services by ACH Debit, Client warrants that the deposit account maintains sufficient funds to fully cover the value of the Order.

4.4.Losses.Client agrees to pay to Cambridge on demand within one (1)clear Business Day the amount of any and all Losses and expenses incurred by Cambridge in connection with the ACH Debit payment. Cambridge and its representatives are not liable for any fees assessed by Client’s commercial banking institution for the ACHDebit.

4.5.Notice. Client shall provide immediate written notice to Cambridge in the event that it closes the deposit account used for ACH Debits.

 

5.FUNDING BALANCE

5.1.Funds Applied to Client’s Funding Balance. Cambridge will credit all funds purchased by Client or paid to it by Client, or a third party on Client’s behalf for Incoming Payments, as defined below, to a Funding Balance. Client acknowledges and agrees that Cambridge shall not pay interest to Client on Funding Balance.

5.2.Treatment of Funding Balance. Cambridge may combine Client’s Funding Balance with funds held on behalf of other Cambridge clients(collectively “Pooled Funding Balances”).

5.2.1.Cambridge will not use Funding Balance or Pooled Funding Balances for its operating expenses or any other corporate purpose other than its provision of Services to the Client.

5.2.2.Cambridge shall maintain sufficient accounting records to determine the funds held for the benefit of Client.

5.2.3.Cambridge shall at all times own eligible securities having an aggregate market value of not less than the aggregate amount of all of its outstanding payment instrument obligations.

5.2.4.Client acknowledges that Funding Balance is not insured by the Federal Deposit Insurance Corporation (FDIC).

5.3.Funding Balance Limits. Funds may be maintained in Client’s Funding Balance for a maximum of ninety (90) days. Client shall be responsible for all risks, including, without limitation, volatility of the Foreign Currency market, associated with maintaining Funding Balances in one or more Foreign Currency.

5.4.Repayment of Funding Balance. In the event that this Agreement is terminated for any reason, or in the event that funds are maintained in Client’s Funding Balance beyond the maximum ninety (90) day period permitted above, Cambridge may convert funds that are held in Client’sFunding Balance into United States Dollars at the then-prevailing exchange rate(s) and return such funds to Client.

5.5.Unclaimed Funding Balance. Depending on the jurisdiction of Client, legislation or regulation may set out obligations and processes where Funding Balance may be considered abandoned. Cambridge will be bound by any applicable legislation or regulation governing the treatment of abandoned Funding Balance. Unless prohibited, Cambridge may charge all costs and expenses of any notice, advertisement, payment and delivery of the Funding Balance to the applicable governing agency, against the Funding Balance prior to remitting in accordance with the legislation or regulation. If Cambridge has remitted the Funding Balance in accordance with the legislative or regulatory requirements, Cambridge has no further liability to Client and Client must apply to the appropriate governing agency to reclaim the Funding Balance.

 

6. DERIVATIVE CONTRACTS

6.1.Risks Involved. Client acknowledges and agrees that the Foreign Currency market share volatile. Client expressly accepts the risk that the value of the currencies in a Derivative Contract may change between the date of the Order and the Balance Due Date.

6.2.Delivery of Funds. Once Settlement has been received by Cambridge with respect to a Derivative Contract, Cambridge will deliver the funds in accordance with the Order or, if no such Delivery Instruction is provided, will credit Client’s Funding Balance.

6.3.DrawDown. Subject to this Agreement, Client may drawdown against a Window Forward Contract during the Delivery Window provided that Cambridge has received settlement in immediately available funds corresponding to the amount of the draw down. Notwithstanding any drawdown, Client is required to provide full Settlement, or any remaining balance, to Cambridge in good, cleared funds in connection with a derivative Contract on or before the end of the Value Date. Cambridge may, in its discretion, apply to any drawdown any rate of exchange that it deems reasonably appropriate.

6.4.Option Contracts. Client may authorize Cambridge to enter into an Option Contract so long as Cambridge has determined Client to be a Permitted Counter-party. Cambridge may require Client to provide certain documentation, including without limitation, audited financial statements and certifications, in order to reach a determination on client’s status as a Permitted Counter-party. Each Option Contract shall be governed by the provisions of this Agreement in addition to the terms set out in the OptionContract.

6.5.Payment of Premium. Buyer must pay to the Seller the Premium in cleared funds on the PremiumPaymentDate in accordance with the Seller’s instructions. The Premium is non-refundable. If the Buyer fails to pay the Premium in full on or before the Premium Payment Date, the Seller is not obliged to exercise the option contract and may terminate the option Contract and recover all Losses incurred in connection with the Option Contract, including payment of the Premium, which shall remain due and payable. For the avoidance of doubt, the payment of the Premium is separate and distinct from any payment obligations that arise upon exercise of an Option Contract.