Consent and Hypothecs Replacement of Goods

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CONSENT AND HYPOTHECS REPLACEMENT OF GOODS

Date: {{date}}

Parties

This Consent and Hypothecs Replacement of Goods (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**The Lender:**

{{lender_company_name}}

{{lender_company_address}}

(Hereinafter referred to as “the Lender”)

AND

**The Borrower:**

{{borrower_company_name}}

{{borrower_company_address}}

{{borrower_company_registration_number}}

(Hereinafter referred to as “the Borrower”)

Background

WHEREAS, the Borrower previously entered into a Loan Agreement with the Lender on {{original_loan_agreement_date}} (hereinafter referred to as the “Original Loan Agreement”), under which the Lender provided a loan facility to the Borrower for the amount of {{original_loan_amount}} ({{original_loan_amount_words}}).

AND WHEREAS, as security for the repayment of the loan, the Borrower hypothecated certain goods as described in Schedule A of the Original Loan Agreement (hereinafter referred to as the “Original Hypothecated Goods”).

AND WHEREAS, the Borrower now desires to replace the Original Hypothecated Goods with new goods, as described in Schedule B of this Agreement (hereinafter referred to as the “Replacement Hypothecated Goods”), due to reasons such as obsolescence, damage, or operational necessity, and the Lender has agreed to such replacement under the terms and conditions set forth herein.

Consent to Replacement

The Lender hereby irrevocably consents to the replacement of the Original Hypothecated Goods with the Replacement Hypothecated Goods. This consent is conditional upon the Borrower strictly adhering to all the terms and conditions outlined in this Agreement and the Original Loan Agreement.

Warranties and Representations of the Borrower

The Borrower hereby warrants and represents to the Lender that:

a. The Replacement Hypothecated Goods are free from any encumbrances, liens, charges, or any third-party claims whatsoever, other than the hypothec created in favour of the Lender under this Agreement.

b. The Borrower has full legal ownership and good title to the Replacement Hypothecated Goods.

c. The Replacement Hypothecated Goods are of equal or greater value than the Original Hypothecated Goods at the time of this Agreement.

d. The Replacement Hypothecated Goods are fit for their intended purpose and are in good working condition.

e. All necessary permits, licenses, and approvals for the ownership and operation of the Replacement Hypothecated Goods have been obtained and are current.

Continuity of Hypothec

It is expressly agreed by the parties that the hypothec created under the Original Loan Agreement shall, from the effective date of this Agreement, apply to the Replacement Hypothecated Goods with the same force and effect as if the Replacement Hypothecated Goods had been originally hypothecated under the Original Loan Agreement. The Replacement Hypothecated Goods shall serve as primary collateral for the outstanding loan facility in the same manner as the Original Hypothecated Goods.

The Borrower undertakes to execute any further documents or instruments as may be required by the Lender to perfect, maintain, and enforce the hypothec over the Replacement Hypothecated Goods in any relevant jurisdiction.

Costs and Expenses

All costs, fees, taxes, and expenses incurred in connection with the valuation, transfer, registration, and perfection of the hypothec over the Replacement Hypothecated Goods, as well as the preparation and execution of this Agreement, shall be borne solely by the Borrower.

The Borrower agrees to indemnify and hold harmless the Lender from and against any and all claims, liabilities, costs, and expenses (including legal fees) arising from the replacement of the hypothecated goods.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{country_name}}. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the competent courts of {{country_name}}.

Entire Agreement

This Agreement, together with the Original Loan Agreement, constitutes the entire agreement between the parties with respect to the replacement of the hypothecated goods and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof.

Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

**FOR THE LENDER:**

_____________________________

Name: {{lender_authorised_signatory_name}}

Title: {{lender_authorised_signatory_title}}

Date: {{signature_date}}

**FOR THE BORROWER:**

_____________________________

Name: {{borrower_authorised_signatory_name}}

Title: {{borrower_authorised_signatory_title}}

Date: {{signature_date}}