Consent and Hypothecs Replacement of Goods

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date

{{date}}

To Whom It May Concern

**RE: CONSENT AND HYPOTHECS REPLACEMENT OF GOODS**

Parties

This Agreement is made and entered into between:

**The Creditor:** {{creditor_company_name}}, a company duly incorporated and registered in accordance with the laws of {{creditor_jurisdiction}}, with its principal place of business at {{creditor_address}} (hereinafter referred to as "the Creditor").

**The Debtor:** {{debtor_company_name}}, a company duly incorporated and registered in accordance with the laws of {{debtor_jurisdiction}}, with its principal place of business at {{debtor_address}} (hereinafter referred to as "the Debtor").

Background

1. The Debtor is indebted to the Creditor in terms of a loan agreement/facility agreement dated {{original_agreement_date}} (hereinafter referred to as "the Original Agreement") for the amount of {{original_debt_amount}}.

2. As security for the Debtor’s obligations under the Original Agreement, the Debtor hypothecated certain goods as described in Schedule A of the Original Agreement (hereinafter referred to as "the Original Goods").

3. The Debtor has requested the Creditor’s consent to replace the Original Goods with new goods, as described in Schedule B attached hereto (hereinafter referred to as "the Replacement Goods").

4. The Creditor has agreed to such replacement, subject to the terms and conditions set out in this Agreement.

Consent to Replacement

1. The Creditor hereby gives its consent to the Debtor to replace the Original Goods with the Replacement Goods.

2. The Debtor warrants that the Replacement Goods are of equal or greater value and utility than the Original Goods and are free from any encumbrances, liens, or claims whatsoever, save for the hypothecation in favour of the Creditor as contemplated herein.

3. The Debtor shall bear all costs associated with the replacement and any legal or administrative processes required to perfect the hypothecation over the Replacement Goods.

Hypothecation of Replacement Goods

1. The Debtor hereby hypothecates the Replacement Goods to the Creditor as continuing cover and security for the Debtor’s obligations under the Original Agreement.

2. The hypothecation of the Replacement Goods shall be on the same terms and conditions as the hypothecation of the Original Goods in terms of the Original Agreement, as if the Replacement Goods were the Original Goods from the inception of the Original Agreement.

3. The Debtor undertakes to do all things and sign all documents necessary to give effect to the hypothecation of the Replacement Goods and to ensure that the Creditor’s security interest in the Replacement Goods is duly perfected and enforceable.

4. In the event of default by the Debtor, the Creditor shall be entitled to exercise all rights and remedies available to it in respect of the Replacement Goods, including but not limited to taking possession, selling, or disposing of the Replacement Goods to satisfy the outstanding debt.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{court_jurisdiction}}.

General

1. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.

2. No variation, addition, deletion, or consensual cancellation of this Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of both parties.

3. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.

Schedule A: Description of Original Goods

{{description_of_original_goods}}

Schedule B: Description of Replacement Goods

{{description_of_replacement_goods}}

**Value of Replacement Goods:** {{value_of_replacement_goods}}

Signature Block

Thus done and signed at {{place_of_signing}} on this {{day_of_signing}} day of {{month_of_signing}}, {{year_of_signing}}.

**For the Creditor:**

_____________________________

Name: {{creditor_signatory_name}}

Designation: {{creditor_signatory_designation}}

**For the Debtor:**

_____________________________

Name: {{debtor_signatory_name}}

Designation: {{debtor_signatory_designation}}