FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT

Exhibit 10.14

FOREIGN EXCHANGE AND OPTIONS

MASTER AGREEMENT

(FEOMA)

MASTER AGREEMENT dated as of November 28, 2007, by and between Morgan

Stanley Capital Group Inc., a Delaware corporation and the entities listed in

Exhibit I to the Schedule of this Agreement (as amended or supplemented from

time to time), severally and not jointly, (each, a commodity pool limited

partnership formed under the laws of the State of Delaware) and Demeter

Management Corporation, not individually by solely as General Partner and/or

Trading Manager for each entity listed in Exhibit I.

SECTION 1. DEFINITIONS

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Unless otherwise required by the context, the following terms shall have

the following meanings in the Agreement:

"Agreement" has the meaning given to it in Section 2.2.

"American Style Option" means an Option which may be exercised on any

Business Day up to and including the Expiration Time.

"Base Currency", as to a Party, means the Currency agreed to as such in

relation to it in Part VII of the Schedule.

"Business Day" means for purposes of: (i) Section 3.2, a day which is a

Local Banking Day for the applicable Designated Office of the Buyer; (ii)

Section 5.1 and the definition of American Style Option, a day which is a Local

Banking Day for the applicable Designated Office of the Seller; (iii) clauses

(i), (viii) and (xii) of the definition of Event of Default, a day which is a

Local Banking Day for the Non-Defaulting Party; (iv) solely in relation to

delivery of a Currency, a day which is a Local Banking Day in relation to that

Currency; and (v) any other provision of the Agreement, a day which is a Local

Banking Day for the applicable Designated Offices of both Parties; provided,

however, that neither Saturday nor Sunday shall be considered a Business Day for

any purpose.

"Buyer" means the owner of an Option.

"Call" means an Option entitling, but not obligating (except upon

exercise), the Buyer to purchase from the Seller at the Strike Price a specified

quantity of the Call Currency.

"Call Currency" means the Currency agreed to as such at the time an Option

is entered into, as evidenced in a Confirmation.

"Close-Out Amount" has the meaning given to it in Section 8.1.

"Close-Out Date" means a day on which, pursuant to the provisions of

Section 8.1, the Non-Defaulting Party closes out Currency Obligations and/or

Options or such close-out occurs automatically.

"Closing Gain", as to the Non-Defaulting Party, means the difference

described as such in relation to a particular Value Date under the provisions of

Section 8.1.

"Closing Loss", as to the Non-Defaulting Party, means the difference

described as such in relation to a particular Value Date under the provisions of

Section 8.1.

"Confirmation" means a writing (including telex, facsimile or other

electronic means from which it is possible to produce a hard copy) evidencing an

FX Transaction or an Option, and specifying:

(A) in the case of an FX Transaction, the following information:

(i) the Parties thereto and the Designated Offices through which

they are respectively acting,

(ii) the amounts of the Currencies being bought or sold and by

which Party,

(iii) the Value Date, and

(iv) any other term generally included in such a writing in

accordance with the practice of the relevant foreign exchange

market; and

(B) in the case of an Option, the following information:

(i) the Parties thereto and the Designated Offices through which

they are respectively acting,

(ii) whether the Option is a Call or a Put,

(iii) the Call Currency and the Put Currency that are the subject of

the Option and their respective quantities,

(iv) which Party is the Seller and which is the Buyer,

(v) the Strike Price,

(vi) the Premium and the Premium Payment Date,

(vii) the Expiration Date,

(viii) the Expiration Time,

(ix) whether the Option is an American Style Option or a European

Style Option, and

(x) such other matters, if any, as the Parties may agree.

"Credit Support" has the meaning given to it in Section 8.2.

"Credit Support Document", as to a Party (the "first Party"), means a

guaranty, hypothecation agreement, margin or security agreement or document, or

any other document containing an obligation of a third party ("Credit Support

Provider") or of the first Party in favor of the other Party supporting any

obligations of the first Party under the Agreement.

"Credit Support Provider" has the meaning given to it in the definition of

Credit Support Document.

"Currency" means money denominated in the lawful currency of any country

or the Ecu.

"Currency Obligation" means any obligation of a Party to deliver a

Currency pursuant to an FX Transaction, the application of Section 6.3(a) or

(b), or an exercised Option (except, for the purposes of Section 8.1 only, one

that is to be settled at its In-the-Money Amount under Section 5.5).

"Currency Pair" means the two Currencies which potentially may be

exchanged in connection with an FX Transaction or upon the exercise of an

Option, one of which shall be the Put Currency and the other the Call Currency.

"Custodian" has the meaning given to it in the definition of Insolvency

Proceeding.

"Defaulting Party" has the meaning given to it in the definition of Event

of Default.

"Designated Office(s)", as to a Party, means the office or offices

specified in Part II of the Schedule.

"Effective Date" means the date of this Master Agreement.

"European Style Option" means an Option for which Notice of Exercise may

be given only on the Option's Expiration Date up to and including the Expiration

Time, unless otherwise agreed.

"Event of Default" means the occurrence of any of the following with

respect to a Party (the "Defaulting Party", the other Party being the

"Non-Defaulting Party"):

(i) the Defaulting Party shall (A) default in any payment when due under

the Agreement (including, but not limited to, a Premium payment) to the

Non-Defaulting Party with respect to any Currency Obligation or Option and such

failure shall continue for two (2) Business Days after the Non-Defaulting Party

has given the Defaulting Party written notice of non-payment, or (B) fail to

perform or comply with any other obligation assumed by it under the Agreement

and such failure is continuing thirty (30) days after the Non-Defaulting Party

has given the Defaulting Party written notice thereof;

(ii) the Defaulting Party shall commence a voluntary Insolvency Proceeding

or shall take any corporate action to authorize any such Insolvency Proceeding;

(iii) a governmental authority or self-regulatory organization having

jurisdiction over either the Defaulting Party or its assets in the country of

its organization or principal office (A) shall commence an Insolvency Proceeding

with respect to the Defaulting Party or its assets or (B) shall take any action

under any bankruptcy, insolvency or other similar law or any banking, insurance

or similar law or regulation governing the operation of the Defaulting Party

which may prevent the Defaulting Party from performing its obligations under the

Agreement as and when due;

(iv) an involuntary Insolvency Proceeding shall be commenced with respect

to the Defaulting Party or its assets by a person other than a governmental

authority or self-regulatory organization having jurisdiction over either the

Defaulting Party or its assets in the country of its organization or principal

office and such Insolvency Proceeding (A) results in the appointment of a

Custodian or a judgment of insolvency or bankruptcy or the entry of an order for

winding-up, liquidation, reorganization or other similar relief, or (B) is not

dismissed within five (5) days of its institution or presentation;

(v) the Defaulting Party is bankrupt or insolvent, as defined under any

bankruptcy or insolvency law applicable to it;

(vi) the Defaulting Party fails, or shall otherwise be unable, to pay its

debts as they become due;

(vii) the Defaulting Party or any Custodian acting on behalf of the

Defaulting Party shall disaffirm, disclaim or repudiate any Currency Obligation

or Option;

(viii) any representation or warranty made or given or deemed made or

given by the Defaulting Party pursuant to the Agreement or any Credit Support

Document shall prove to have been false or misleading in any material respect as

at the time it was made or given or deemed made or given and one (1) Business

Day has elapsed after the Non-Defaulting Party has given the Defaulting Party

written notice thereof;

(ix) the Defaulting Party consolidates or amalgamates with or merges into

or transfers all or substantially all its assets to another entity and (A) the

creditworthiness of the resulting, surviving or transferee entity is materially

weaker than that of the Defaulting Party prior to such action, or (B) at the

time of such consolidation, amalgamation, merger or transfer the resulting,

surviving or transferee entity fails to assume all the obligations of the

Defaulting Party under the Agreement by operation of law or pursuant to an

agreement satisfactory to the Non-Defaulting Party;

(x) by reason of any default, or event of default or other similar

condition or event, any Specified Indebtedness (being Specified Indebtedness of

an amount which, when expressed in the Currency of the Threshold Amount, is in

aggregate equal to or in excess of the Threshold Amount) of the Defaulting Party

or any Credit Support Provider in relation to it: (A) is not paid on the due

date therefor and remains unpaid after any applicable grace period has elapsed,

or (B) becomes, or becomes capable at any time of being declared, due and

payable under agreements or instruments evidencing such Specified Indebtedness

before it would otherwise have been due and payable;

(xi) the Defaulting Party is in breach of or default under any Specified

Transaction and any applicable grace period has elapsed, and there occurs any

liquidation or early termination of, or acceleration of obligations under, that

Specified Transaction or the Defaulting Party (or any Custodian on its behalf)

disaffirms, disclaims or repudiates the whole or any part of a Specified

Transaction;

(xii) (A) any Credit Support Provider of the Defaulting Party or the

Defaulting Party itself fails to comply with or perform any agreement or

obligation to be complied with or performed by it in accordance with the

applicable Credit Support Document and such failure is continuing after any

applicable grace period has elapsed; (B) any Credit Support Document relating to

the Defaulting Party expires or ceases to be in full force and effect prior to

the satisfaction of all obligations of the Defaulting Party under the Agreement,

unless otherwise agreed in writing by the Non-Defaulting Party; (C) the

Defaulting Party or any Credit Support Provider of the Defaulting Party (or, in

either case, any Custodian acting on its behalf) disaffirms, disclaims or

repudiates, in whole or in part, or challenges the validity of, any Credit

Support Document; (D) any representation or warranty made or given or deemed

made or given by any Credit Support Provider of the Defaulting Party pursuant to

any Credit Support Document shall prove to have been false or misleading in any

material respect as at the time it was made or given or deemed made or given and

one (1) Business Day has elapsed after the Non-Defaulting Party has given the

Defaulting Party written notice thereof; or (E) any event set out in (ii) to

(vii) or (ix) to (xi) above occurs in respect of any Credit Support Provider of

the Defaulting Party; or

(xiii) any other condition or event specified in Part IX of the Schedule

or in Section 11.14 if made applicable to the Agreement in Part XI of the

Schedule.

"Exercise Date", in respect of any Option, means the day on which a Notice

of Exercise received by the applicable Designated Office of the Seller becomes

effective pursuant to Section 5.1.

"Expiration Date", in respect of any Option, means the date agreed to as

such at the time the Option is entered into, as evidenced in a Confirmation.

"Expiration Time", in respect of any Option, means the latest time on the

Expiration Date on which the Seller must accept a Notice of Exercise as agreed

to at the time the Option is entered into, as evidenced in a Confirmation.

"FX Transaction" means any transaction between the Parties for the

purchase by one Party of an agreed amount in one Currency against the sale by it

to the other of an agreed amount in another Currency, both such amounts either

being deliverable on the same Value Date or, if the Parties have so agreed in

Part VI of the Schedule, being cash-settled in a single Currency, which is or

shall become subject to the Agreement and in respect of which transaction the

Parties have agreed (whether orally, electronically or in writing): the

Currencies involved, the amounts of such Currencies to be purchased and sold,

which Party will purchase which Currency and the Value Date.

"In-the-Money Amount" means (i) in the case of a Call, the excess of the

Spot Price over the Strike Price, multiplied by the aggregate amount of the Call

Currency to be purchased under the Call, where both prices are quoted in terms

of the amount of the Put Currency to be paid for one unit of the Call Currency;

and (ii) in the case of a Put, the excess of the Strike Price over the Spot

Price, multiplied by the aggregate amount of the Put Currency to be sold under

the Put, where both prices are quoted in terms of the amount of the Call

Currency to be paid for one unit of the Put Currency.

"Insolvency Proceeding" means a case or proceeding seeking a judgment of

or arrangement for insolvency, bankruptcy, composition, rehabilitation,

reorganization, administration, winding-up, liquidation or other similar relief

with respect to the Defaulting Party or its debts or assets, or seeking the

appointment of a trustee, receiver, liquidator, conservator, administrator,

custodian or other similar official (each, a "Custodian") of the Defaulting

Party or any substantial part of its assets, under any bankruptcy, insolvency or

other similar law or any banking, insurance or similar law governing the

operation of the Defaulting Party.

"LIBOR", with respect to any Currency and date, means the average rate at

which deposits in the Currency for the relevant amount and time period are

offered by major banks in the London interbank market as of 11:00 a.m. (London

time) on such date, or, if major banks do not offer deposits in such Currency in

the London interbank market on such date, the average rate at which deposits in

the Currency for the relevant amount and time period are offered by major banks

in the relevant foreign exchange market at such time on such date as may be

determined by the Party making the determination.

"Local Banking Day" means (i) for any Currency, a day on which commercial

banks effect deliveries of that Currency in accordance with the market practice

of the relevant foreign exchange market, and (ii) for any Party, a day in the

location of the applicable Designated Office of such Party on which commercial

banks in that location are not authorized or required by law to close.

"Master Agreement" means the terms and conditions set forth in this Master

Agreement, including the Schedule.

"Matched Pair Novation Netting Office(s)", in respect of a Party, means

the Designated Office(s) specified in Part V of the Schedule.

"Non-Defaulting Party" has the meaning given to it in the definition of

Event of Default.

"Notice of Exercise" means telex, telephonic or other electronic

notification (excluding facsimile transmission) providing assurance of receipt,

given by the Buyer prior to or at the Expiration Time, of the exercise of an

Option, which notification shall be irrevocable.

"Novation Netting Office(s)", in respect of a Party, means the Designated

Office(s) specified in Part V of the Schedule.

"Option" means a currency option which is or shall become subject to the

Agreement.

"Parties" means the parties to the Agreement, including their successors

and permitted assigns (but without prejudice to the application of clause (ix)

of the definition of Event of Default); and the term "Party" shall mean

whichever of the Parties is appropriate in the context in which such expression

may be used.

"Premium", in respect of any Option, means the purchase price of the

Option as agreed upon by the Parties, and payable by the Buyer to the Seller

thereof.

"Premium Payment Date", in respect of any Option, means the date on which

the Premium is due and payable, as agreed to at the time the Option is entered

into, as evidenced in a Confirmation.

"Proceedings" means any suit, action or other proceedings relating to the

Agreement, any FX Transaction or any Option.

"Put" means an Option entitling, but not obligating (except upon

exercise), the Buyer to sell to the Seller at the Strike Price a specified

quantity of the Put Currency.

"Put Currency" means the Currency agreed to as such at the time an Option

is entered into, as evidenced in a Confirmation.

"Schedule" means the Schedule attached to and part of this Master

Agreement, as it may be amended from time to time by agreement of the Parties.

"Seller" means the Party granting an Option.

"Settlement Date" means, in respect of: (i) an American Style Option, the

Spot Date of the Currency Pair on the Exercise Date of such Option, and (ii) a

European Style Option, the Spot Date of the Currency Pair on the Expiration Date

of such Option; and, where market practice in the relevant foreign exchange

market in relation to the two Currencies involved provides for delivery of one

Currency on one date which is a Local Banking Day in relation to that Currency

but not to the other Currency and for delivery of the other Currency on the next

Local Banking Day in relation to that other Currency, "Settlement Date" means

such two (2) Local Banking Days.

"Settlement Netting Office(s)", in respect of a Party, means the

Designated Office(s) specified in Part V of the Schedule.

"Specified Indebtedness" means any obligation (whether present or future,

contingent or otherwise, as principal or surety or otherwise) in respect of

borrowed money, other than in respect of deposits received.

"Specified Transaction" means any transaction (including an agreement with

respect thereto) between one Party to the Agreement (or any Credit Support

Provider of such Party) and the other Party to the Agreement (or any Credit

Support Provider of such Party) which is a rate swap transaction, basis swap,

forward rate transaction, commodity swap, commodity option, equity or equity

linked swap, equity or equity index option, bond option, interest rate option,

foreign exchange transaction, cap transaction, floor transaction, collar

transaction, currency swap transaction, cross-currency rate swap transaction,

currency option or any other similar transaction (including any option with

respect to any of these transactions) or any combination of any of the

foregoing.

"Spot Date" means the spot delivery day for the relevant Currency Pair as

generally used by the relevant foreign exchange market.

"Spot Price" means the rate of exchange at the time at which such price is

to be determined for foreign exchange transactions in the relevant Currency Pair

for value on the Spot Date, as determined in good faith: (i) by the Seller, for

purposes of Section 5, and (ii) by the Non-Defaulting Party, for purposes of

Section 8.

"Strike Price", in respect of any Option, means the price at which the

Currency Pair may be exchanged, as agreed to at the time the Option is entered

into, as evidenced in a Confirmation.

"Threshold Amount" means the amount specified as such for each Party in

Part VIII of the Schedule.

"Value Date" means, with respect to any FX Transaction, the Business Day

(or where market practice in the relevant foreign exchange market in relation to

the two Currencies involved provides for delivery of one Currency on one date

which is a Local Banking Day in relation to that Currency but not to the other

Currency and for delivery of the other Currency on the next Local Banking Day in

relation to that other Currency ("Split Settlement") the two (2) Local Banking

Days in accordance with that market practice) agreed by the Parties for delivery

of the Currencies to be purchased and sold pursuant to such FX Transaction, and,

with respect to any Currency Obligation, the Business Day (or, in the case of

Split Settlement, Local Banking Day) upon which the obligation to deliver

Currency pursuant to such Currency Obligation is to be performed.

SECTION 2. FX TRANSACTIONS AND OPTIONS

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2.1 Scope of the Agreement. The Parties (through their respective

Designated Offices) may enter into (i) FX Transactions, for such quantities of

such Currencies, as may be agreed subject to the terms of the Agreement, and

(ii) Options, for such Premiums, with such Expiration Dates, at such Strike

Prices and for the purchase or sale of such quantities of such Currencies, as

may be agreed subject to the terms of the Agreement; provided that neither Party

shall be required to enter into any FX Transaction or Option with the other

Party (other than in connection with an exercised Option). Unless otherwise

agreed in writing by the Parties, each FX Transaction and Option entered into

between Designated Offices of the Parties on or after the Effective Date shall

be governed by the Agreement. Each FX Transaction and Option between any two

Designated Offices of the Parties outstanding on the Effective Date which is

identified in Part I of the Schedule shall also be governed by the Agreement.

2.2 Single Agreement. This Master Agreement, the terms agreed between the

Parties with respect to each FX Transaction and Option (and, to the extent

recorded in a Confirmation, each such Confirmation), and all amendments to any

of such items shall together form the agreement between the Parties (the

"Agreement") and shall together constitute a single agreement between the

Parties. The Parties acknowledge that all FX Transactions and Options are

entered into in reliance upon such fact, it being understood that the Parties

would not otherwise enter into any FX Transaction or Option.

2.3 Confirmations. FX Transactions and Options shall be promptly confirmed

by the Parties by Confirmations exchanged by mail, telex, facsimile or other

electronic means from which it is possible to produce a hard copy. The failure

by a Party to issue a Confirmation shall not prejudice or invalidate the terms

of any FX Transaction or Option.

2.4 Inconsistencies. In the event of any inconsistency between the

provisions of the Schedule and the other provisions of the Agreement, the

Schedule will prevail. In the event of any inconsistency between the terms of a

Confirmation and the other provisions of the Agreement, (i) in the case of an FX

Transaction, the other provisions of the Agreement shall prevail, and the

Confirmation shall not modify the other terms of the Agreement and (ii) in the

case of an Option, the terms of the Confirmation shall prevail, and the other

terms of the Agreement shall be deemed modified with respect to such Option,

except for the manner of confirmation under Section 2.3 and, if applicable,

discharge of Options under Section 4.

SECTION 3. OPTION PREMIUM

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3.1 Payment of Premium. Unless otherwise agreed in writing by the Parties,

the Buyer shall be obligated to pay the Premium related to an Option no later

than its Premium Payment Date.

3.2 Late Payment or Non-Payment of Premium. If any Premium is not received

on or before the Premium Payment Date, the Seller may elect: (i) to accept a

late payment of such Premium; (ii) to give written notice of such non-payment

and, if such payment shall not be received within two (2) Business Days of such

notice, treat the related Option as void; or (iii) to give written notice of

such non-payment and, if such payment shall not be received within two (2)

Business Days of such notice, treat such non-payment as an Event of Default

under clause (i) of the definition of Event of Default. If the Seller elects to

act under either clause (i) or (ii) of the preceding sentence, the Buyer shall

pay all out-of-pocket costs and actual damages incurred in connection with such

unpaid or late Premium or void Option, including, without limitation, interest

on such Premium from and including the Premium Payment Date to but excluding the

late payment date in the same Currency as such Premium at overnight LIBOR and

any other losses, costs or expenses incurred by the Seller in connection with

such terminated Option, for the loss of its bargain, its cost of funding, or the

loss incurred as a result of terminating, liquidating, obtaining or

re-establishing a delta hedge or related trading position with respect to such

Option.

SECTION 4. DISCHARGE AND TERMINATION OF OPTIONS; NETTING OF OPTION PREMIUMS

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4.1 Discharge and Termination. If agreed in Part V of the Schedule, any

Call or any Put written by a Party will automatically be discharged and

terminated, in whole or in part, as applicable, against a Call or a Put,

respectively, written by the other Party, such discharge and termination to

occur automatically upon the payment in full of the last Premium payable in

respect of such Options; provided that such discharge and termination may only

occur in respect of Options:

(i) each being with respect to the same Put Currency and the same Call

Currency;

(ii) each having the same Expiration Date and Expiration Time;

(iii) each being of the same style, i.e. either both being American Style

Options or both being European Style Options;

(iv) each having the same Strike Price;

(v) each being transacted by the same pair of Designated Offices of

Buyer and Seller; and

(vi) neither of which shall have been exercised by delivery of a Notice

of Exercise;

and, upon the occurrence of such discharge and termination, neither Party shall

have any further obligation to the other Party in respect of the relevant

Options or, as the case may be, parts thereof so discharged and terminated. Such

discharge and termination shall be effective notwithstanding that either Party

may fail to record such discharge and termination in its books. In the case of a

partial discharge and termination (i.e., where the relevant Options are for

different amounts of the Currency Pair), the remaining portion of the Option

which is partially discharged and terminated shall continue to be an Option for

all purposes of the Agreement, including this Section 4.1.

4.2 Netting of Option Premiums. If agreed in Part V of the Schedule and

if, on any date, Premiums would otherwise be payable under the Agreement in the

same Currency between the same respective Designated Offices of the Parties,

then, on such date, each Party's obligation to make payment of any such Premium

will be automatically satisfied and discharged and, if the aggregate Premium(s)

that would otherwise have been payable by such Designated Office of one Party

exceeds the aggregate Premium(s) that would otherwise have been payable by such

Designated Office of the other Party, replaced by an obligation upon the Party

by whom the larger aggregate Premium(s) would have been payable to pay the other

Party the excess of the larger aggregate Premium(s) over the smaller aggregate

Premium(s) and, if the aggregate Premiums are equal, no payment shall be made.

SECTION 5. EXERCISE AND SETTLEMENT OF OPTIONS

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5.1 Exercise of Options. The Buyer may exercise an Option by delivery to

the Seller of a Notice of Exercise. Subject to Section 5.3, if a Notice of

Exercise with respect to an Option has not been received by the Seller prior to

or at the Expiration Time, the Option shall expire and become void and of no

effect. Any Notice of Exercise shall (unless otherwise agreed):

(i) in respect of an American Style Option, (A) if received at or prior to

3:00 p.m. on a Business Day, be effective upon receipt thereof by the Seller,

and (B) if received after 3:00 p.m. on a Business Day, be effective only as of

the opening of business of the Seller on the first Business Day subsequent to

its receipt; and

(ii) in respect of a European Style Option, if received on or, if the

parties have so agreed, before the Expiration Date, prior to or at the

Expiration Time, be effective upon receipt thereof by the Seller.

5.2 No Partial Exercise. Unless otherwise agreed by the Parties, an

Option may be exercised only in whole.

5.3 Automatic Exercise. Unless otherwise agreed in Part VI of the Schedule

or unless the Seller is otherwise instructed by the Buyer, if an Option has an

In-the-Money Amount at its Expiration Time that equals or exceeds the product of

(x) 1% of the Strike Price (or such other percentage or amount as may have been

agreed by the Parties) and (y) the amount of the Call Currency or Put Currency,

as appropriate, then the Option shall be deemed automatically exercised. In such

case, the Seller may elect to settle such Option either in accordance with

Section 5.4 or by payment to the Buyer on the Settlement Date for such Option of

the In-the-Money Amount, as determined at the Expiration Time or as soon

thereafter as practicable. In the latter case, the sole obligations of the

Parties with respect to settlement of such Option shall be to deliver or receive

the In-the-Money Amount of such Option on the Settlement Date. The Seller shall

notify the Buyer of its election of the method of settlement of an automatically

exercised Option as soon as practicable after the Expiration Time.

5.4 Settlement of Exercised Options. An exercised Option shall settle on

its Settlement Date. Subject to Section 5.3 and 5.5, on the Settlement Date, the

Buyer shall pay the Put Currency to the Seller for value on the Settlement Date

and the Seller shall pay the Call Currency to the Buyer for value on the

Settlement Date. An exercised Option shall be treated as an FX Transaction and a

Currency Obligation (except, for the purposes of Section 8.1 only, if it is to

be settled at its In-the-Money Amount), and for this purpose the relevant

Settlement Date shall be treated as the Value Date of the FX Transaction.

5.5 Settlement at In-the-Money Amount. An Option shall be settled at its

In-the-Money Amount if so agreed by the Parties at the time such Option is

entered into. In such case, the In-the-Money Amount shall be determined based

upon the Spot Price at the time of exercise or as soon thereafter as

practicable. The sole obligations of the Parties with respect to settlement of

such Option shall be to deliver or receive the In-the-Money Amount of such

Option on the Settlement Date.

SECTION 6. SETTLEMENT AND NETTING OF FX TRANSACTIONS

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6.1 Settlement of FX Transactions. Subject to Sections 6.2 and 6.3, each

Party shall deliver to the other Party the amount of the Currency to be

delivered by it under each Currency Obligation on the Value Date for such

Currency Obligation.

6.2 Settlement Netting. If, on any date, more than one delivery of a

particular Currency under Currency Obligations is to be made between a pair of

Settlement Netting Offices, then each Party shall aggregate the amounts of such

Currency deliverable by it and only the difference between these aggregate

amounts shall be delivered by the Party owing the larger aggregate amount to the

other Party, and, if the aggregate amounts are equal, no delivery of the

Currency shall be made.

6.3 Novation Netting. (a) By Currency. If the Parties enter into an FX

Transaction through a pair of Novation Netting Offices giving rise to a Currency

Obligation for the same Value Date and in the same Currency as a then existing

Currency Obligation between the same pair of Novation Netting Offices, then

immediately upon entering into such FX Transaction, each such Currency

Obligation shall automatically and without further action be individually

canceled and simultaneously replaced by a new Currency Obligation for such Value

Date determined as follows: the amounts of such Currency that would otherwise

have been deliverable by each Party on such Value Date shall be aggregated and

the Party with the larger aggregate amount shall have a new Currency Obligation

to deliver to the other Party the amount of such Currency by which its aggregate

amount exceeds the other Party's aggregate amount, provided that if the

aggregate amounts are equal, no new Currency Obligation shall arise. This

Section 6.3 shall not affect any other Currency Obligation of a Party to deliver

any different Currency on the same Value Date.

(b) By Matched Pair. If the Parties enter into an FX Transaction between a

pair of Matched Pair Novation Netting Offices then the provisions of Section

6.3(a) shall apply only in respect of Currency Obligations arising by virtue of

FX Transactions entered into between such pair of Matched Pair Novation Netting

Offices and involving the same pair of Currencies and the same Value Date.

6.4 General (a) Inapplicability of Sections 6.2 and 6.3. The provisions of

Sections 6.2 and 6.3 shall not apply if a Close-Out Date has occurred or a

voluntary or involuntary Insolvency Proceeding or action of the kind described

in clause (ii), (iii) or (iv) of the definition of Event of Default has occurred

without being dismissed in relation to either Party.

(b) Failure to Record. The provisions of Section 6.3 shall apply

notwithstanding that either Party may fail to record the new Currency Obligation

in its books.

(c) Cut-off Date and Time. The provisions of Section 6.3 are subject to

any cut-off date and cut-off time agreed between the applicable Novation Netting

Offices and Matched Pair Novation Netting Offices of the Parties.

SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS

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7.1 Representations and Warranties. Each Party represents and warrants to

the other Party as of the Effective Date and as of the date of each FX

Transaction and each Option that: (i) it has authority to enter into the

Agreement (including such FX Transaction or Option, as the case may be); (ii)

the persons entering into the Agreement (including such FX Transaction or

Option, as the case may be) on its behalf have been duly authorized to do so;

(iii) the Agreement (including such FX Transaction or Option, as the case may

be) is binding upon it and enforceable against it in accordance with its terms

(subject to applicable bankruptcy, reorganization, insolvency, moratorium or

similar laws affecting creditors' rights generally and applicable principles of

equity) and does not and will not violate the terms of any agreements to which

such Party is bound; (iv) no Event of Default, or event which, with notice or

lapse of time or both, would constitute an Event of Default, has occurred and is

continuing with respect to it; (v) it acts as principal in entering into each FX

Transaction and Option and exercising each and every Option; and (vi) if the

Parties have so specified in Part XV of the Schedule, it makes the

representations and warranties set forth in such Part XV.

7.2 Covenants. Each Party covenants to the other Party that: (i) it will

at all times obtain and comply with the terms of and do all that is necessary to

maintain in full force and effect all authorizations, approvals, licenses and

consents required to enable it lawfully to perform its obligations under the

Agreement; (ii) it will promptly notify the other Party of the occurrence of any

Event of Default with respect to itself or any Credit Support Provider in

relation to it; and (iii) if the Parties have set forth additional covenants in

Part XVI of the Schedule, it makes the covenants set forth in such Part XVI.

SECTION 8. CLOSE-OUT AND LIQUIDATION

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8.1 Manner of Close-Out and Liquidation. (a) Close-Out. If an Event of

Default has occurred and is continuing, then the Non-Defaulting Party shall have

the right to close out all, but not less than all, outstanding Currency

Obligations (including any Currency Obligation which has not been performed and

in respect of which the Value Date is on or precedes the Close-Out Date) and

Options, except to the extent that in the good faith opinion of the

Non-Defaulting Party certain of such Currency Obligations or Options may not be

closed out under applicable law. Such close-out shall be effective upon receipt

by the Defaulting Party of notice that the Non-Defaulting Party is terminating

such Currency Obligations and Options. Notwithstanding the foregoing, unless

otherwise agreed by the Parties in Part X of the Schedule, in the case of an

Event of Default in clause (ii), (iii) or (iv) of the definition thereof with

respect to a Party and, if agreed by the Parties in Part IX of the Schedule, in

the case of any other Event of Default specified and so agreed in Part IX with

respect to a Party, close-out shall be automatic as to all outstanding Currency

Obligations and Options, as of the time immediately preceding the institution of

the relevant Insolvency Proceeding or action. The Non-Defaulting Party shall

have the right to liquidate such closed-out Currency Obligations and Options as

provided below.

(b) Liquidation of Currency Obligations. Liquidation of Currency

Obligations terminated by close-out shall be effected as follows:

(i) Calculating Closing Gain or Loss. The Non-Defaulting Party shall

calculate in good faith, with respect to each such terminated Currency

Obligation, except to the extent that in the good faith opinion of the

Non-Defaulting Party certain of such Currency Obligations may not be liquidated

as provided herein under applicable law, as of the Close-Out Date or as soon

thereafter as reasonably practicable, the Closing Gain, or, as appropriate, the

Closing Loss, as follows:

(A) for each Currency Obligation calculate a "Close-Out Amount" as

follows:

(1) in the case of a Currency Obligation whose Value Date is

the same as or is later than the Close-Out Date, the amount of such Currency

Obligation; or

(2) in the case of a Currency Obligation whose Value Date

precedes the Close-Out Date, the amount of such Currency Obligation increased,

to the extent permitted by applicable law, by adding interest thereto from and

including the Value Date to but excluding the Close-Out Date at overnight LIBOR;

and

(3) for each such amount in a Currency other than the

Non-Defaulting Party's Base Currency, convert such amount into the

Non-Defaulting Party's Base Currency at the rate of exchange at which, at the

time of the calculation, the Non-Defaulting Party can buy such Base Currency

with or against the Currency of the relevant Currency Obligation for delivery

(x) if the Value Date of such Currency Obligation is on or after the Spot Date

as of such time of calculation for the Base Currency, on the Value Date of that

Currency Obligation or (y) if such Value Date precedes such Spot Date, for

delivery on such Spot Date (or, in either case, if such rate of exchange is not

available, conversion shall be accomplished by the Non-Defaulting Party using

any commercially reasonable method); and

(B) determine in relation to each Value Date: (1) the sum of all

Close-Out Amounts relating to Currency Obligations under which the

Non-Defaulting Party would otherwise have been entitled to receive the relevant

amount on that Value Date; and (2) the sum of all Close-Out Amounts relating to

Currency Obligations under which the Non-Defaulting Party would otherwise have

been obliged to deliver the relevant amount to the Defaulting Party on that

Value Date; and

(C) if the sum determined under (B)(1) is greater than the sum

determined under (B)(2), the difference shall be the Closing Gain for such Value

Date; if the sum determined under (B)(1) is less than the sum determined under

(B)(2), the difference shall be the Closing Loss for such Value Date.

(ii) Determining Present Value. To the extent permitted by applicable law,

the Non-Defaulting Party shall adjust the Closing Gain or Closing Loss for each

Value Date falling after the Close-Out Date to present value by discounting the

Closing Gain or Closing Loss from and including the Value Date to but excluding

the Close-Out Date, at LIBOR with respect to the Non-Defaulting Party's Base

Currency as at the Close-Out Date or at such other rate as may be prescribed by

applicable law.

(iii) Netting. The Non-Defaulting Party shall aggregate the following

amounts so that all such amounts are netted into a single liquidated amount

payable to or by the Non-Defaulting Party: (x) the sum of the Closing Gains for

all Value Dates (discounted to present value, where appropriate, in accordance

with the provisions of Section 8.1(b)(ii)) (which for the purposes of the

aggregation shall be a positive figure); and (y) the sum of the Closing Losses

for all Value Dates (discounted to present value, where appropriate, in

accordance with the provisions of Section 8.1(b)(ii)) (which for the purposes of

the aggregation shall be a negative figure).

(c) Liquidation of Options. To liquidate unexercised Options and exercised

Options to be settled at their In-the-Money Amounts that have been terminated by

close-out, the Non-Defaulting Party shall:

(i) Calculating Settlement Amount. Calculate in good faith with respect to

each such terminated Option, except to the extent that in the good faith opinion

of the Non-Defaulting Party certain of such Options may not be liquidated as

provided herein under applicable law, as of the Close-Out Date or as soon as

reasonably practicable thereafter a settlement amount for each Party equal to

the aggregate of:

(A) with respect to each Option purchased by such Party, and which

the other Party has not elected to treat as void pursuant to Section 3.2(ii) for

lack of payment of the Premium, the current market premium for such Option;

(B) with respect to each Option sold by such Party and which such

Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of

payment of the Premium, any unpaid Premium, provided that, if the Close-Out Date

occurs before the Premium Payment Date, such amount shall be discounted from and

including the Premium Payment Date to but excluding the Close-Out Date at a rate

equal to LIBOR on the Close-Out Date and, if the Close-Out Date occurs after the

Premium Payment Date, to the extent permitted by applicable law, the settlement

amount shall include interest on any unpaid Premium from and including the

Premium Payment Date to but excluding the Close-Out Date in the same Currency as

such Premium at overnight LIBOR;

(C) with respect to any exercised Option to be settled at its

In-the-Money Amount (whether or not the Close-Out Date occurs before the

Settlement Date for such Option), any unpaid amount due to such Party in

settlement of such Option and, if the Close-Out Date occurs after the Settlement

Date for such Option, to the extent permitted by applicable law, interest

thereon from and including the applicable Settlement Date to but excluding the

Close-Out Date at overnight LIBOR; and

(D) without duplication, the amount that the Non-Defaulting Party

reasonably determines in good faith, as of the Close-Out Date or as of the

earliest date thereafter that is reasonably practicable, to be its additional

losses, costs and expenses in connection with such terminated Option, for the

loss of its bargain, its cost of funding, or the loss incurred as a result of

terminating, liquidating, obtaining or re-establishing a delta hedge or related

trading position with respect to such Option;

(ii) Converting to Base Currency. Convert any settlement amount calculated

in accordance with clause (i) above in a Currency other than the Non-Defaulting

Party's Base Currency into such Base Currency at the Spot Price at which, at the

time of the calculation, the Non-Defaulting Party could enter into a contract in

the foreign exchange market to buy the Non-Defaulting Party's Base Currency in

exchange for such Currency (or, if such Spot Price is not available, conversion

shall be accomplished by the Non-Defaulting Party using any commercially

reasonable metho