Title Transfer Collateral Agreement Template for Germany

The Title Transfer Collateral Agreement (TTCA) is a critical document used in financial markets to facilitate the provision of collateral under German law. It is typically employed in scenarios where parties need to secure financial obligations, such as derivatives trading, securities lending, or repo transactions. The agreement enables the complete transfer of ownership of collateral assets, distinguishing it from traditional security interest arrangements. Under German law, the TTCA must comply with both domestic civil law requirements and EU financial collateral regulations, particularly Directive 2002/47/EC. The document contains comprehensive provisions for the transfer mechanics, valuation methodologies, margin maintenance, and close-out procedures, while addressing specific German law considerations regarding title transfer and financial collateral arrangements.

1. Parties: Identification of the collateral provider and collateral taker, including regulatory status if relevant

2. Background: Context of the agreement, reference to any master agreement, and purpose of the collateral arrangement

3. Definitions and Interpretation: Key terms, including 'Collateral', 'Transfer Date', 'Valuation Date', and interpretation principles

4. Title Transfer and Collateral Delivery: Core provisions for the transfer of title to collateral, delivery mechanics, and timing

5. Substitution Rights: Rights and procedures for substituting posted collateral with alternative eligible collateral

6. Valuation and Margin Maintenance: Methodology for valuing collateral, timing of valuations, and margin call procedures

7. Income and Distributions: Treatment of interest, dividends, or other income on posted collateral

8. Events of Default: Specified events triggering default and consequences

9. Close-out and Set-off Rights: Procedures for closing out transactions and exercising set-off rights

10. Representations and Warranties: Standard and specific representations regarding capacity, authority, and collateral

11. Tax Provisions: Treatment of taxes related to collateral transfers and income

12. Notices: Communication procedures and contact details

13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions