Title Transfer Collateral Agreement Template for Germany

A German law-governed agreement that enables the transfer of legal title to financial collateral from one party to another as security for financial obligations. The document incorporates specific requirements under German civil law and EU financial collateral regulations, providing a framework for the transfer, valuation, and return of collateral assets. It includes detailed provisions for margin maintenance, substitution rights, and close-out procedures, while ensuring compliance with German regulatory requirements and market standards for financial collateral arrangements.

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What is a Title Transfer Collateral Agreement?

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.

What sections should be included in a Title Transfer Collateral Agreement?

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

What sections are optional to include in a Title Transfer Collateral Agreement?

1. Regulatory Compliance: Additional provisions for regulatory requirements, used when parties are regulated entities

2. Security Interest Fallback: Provisions converting title transfer to security interest if title transfer is challenged, used in higher-risk jurisdictions

3. Custody Arrangements: Provisions regarding third-party custodians, used when custody services are involved

4. Multiple Currency Provisions: Additional provisions for handling multiple currency collateral, used in cross-border arrangements

5. Dispute Resolution: Alternative dispute resolution procedures, used when parties prefer arbitration

6. Force Majeure: Provisions for extraordinary events, used in longer-term arrangements

What schedules should be included in a Title Transfer Collateral Agreement?

1. Schedule 1 - Eligible Collateral: Detailed list of acceptable types of collateral and any applicable haircuts

2. Schedule 2 - Valuation Procedures: Detailed methodology for valuing different types of collateral

3. Schedule 3 - Contact Details: Comprehensive contact information for notices and margin calls

4. Schedule 4 - Form of Transfer Notice: Standard form for notifying collateral transfers

5. Appendix A - Operating Procedures: Detailed operational procedures for collateral transfers and settlements

6. Appendix B - Tax Documentation: Required tax forms and documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use

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