Article V. Title Transfer and Delivery

Section 5.01 Title Transfer and Delivery. Upon payment by Buyer of the Unit Price for the relevant Contract Credits in accordance with Section 4.01, title to the Contract Credits shall transfer from Supplier to Buyer with good legal and beneficial title, free and clear of any Encumbrances and with full title guarantee on the Fulfillment Due Date. Supplier shall effect such transfer by, and such Contract Credits shall be deemed Delivered only when:

(a) for a Transfer Transaction, Supplier Transfers the Contract Credits to Buyer's Registry Account; or

(b) for a Retirement Transaction, Supplier Retires the Contract Credits, designating Buyer or, at Buyer's option, Buyer's designee as beneficiary of such Retired Contract Credits.

Section 5.02 U.S. Bankruptcy and Commodity Matters. Where either Party is carrying on business, or is registered or domiciled in the United States of America: Each Party intends that (a) this Agreement and each Transaction hereunder meets the criteria for the exclusion from the definition of "swap" set forth in 7 U.S.C. §1a(47)(B)(ii) and (b) the Transactions contemplated hereunder (whether a Transfer Transaction or a Retirement Transaction) be physically settled. Neither Party may elect for cash-settlement in lieu of Transfer or Retirement. Each Party further intends that (x) this Agreement and all transactions hereunder constitute a single integrated "forward contract" under the U.S. Bankruptcy Code, 11 U.S.C. §101(25); (y) this Agreement constitutes a "master netting agreement" within the meaning of the U.S. Bankruptcy Code; and (z) the remedies identified in this Agreement are "contractual rights" as provided for in 11 U.S.C. §556.