The Title Transfer Collateral Agreement (TTCA) is a sophisticated financial document used in Canadian financial markets to facilitate collateral arrangements through absolute transfer of title, rather than creating a traditional security interest. This approach is particularly valuable in derivatives, securities lending, and repo transactions where bankruptcy remoteness and immediate access to collateral are crucial. The agreement must comply with Canadian federal financial regulations, provincial securities laws, and insolvency legislation, while also addressing the specific requirements of Canadian financial markets. TTCAs are commonly used between financial institutions, investment firms, and corporate entities, providing a robust legal framework for collateral arrangements that offers better protection than traditional security interests, especially in default scenarios.

1. Parties: Identification of the transferor and transferee, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the title transfer arrangement

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and references to market standard definitions where applicable

4. Title Transfer: Core provisions establishing absolute transfer of title to collateral, distinguishing from security interest

5. Delivery and Return of Collateral: Mechanics and timing for initial and subsequent transfers of collateral, and conditions for return

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

7. Valuation and Margins: Methods for valuing collateral, calculating exposure, and determining margin requirements

8. Income and Voting Rights: Treatment of income on transferred collateral and exercise of voting rights

9. Events of Default: Specified events triggering default and early termination rights

10. Close-out and Set-off: Procedures for closing out transactions and setting off obligations upon default

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

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

13. General Provisions: Standard boilerplate including notices, amendments, governing law, etc.