[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-consent-and-hypothecs-replacement-of-goods-D415":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":39,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":23},"CONSENT AND HYPOTHECS This Consent and Hypothecs Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME], entered into a first Contract of Loan and Hypothecs dated as of [DATE] (the \"First Hypothec\") pursuant to which the Lender made a loan in favor of the Borrower in the principal amount of [AMOUNT], bearing interest at the rate of [%] per annum, for the purpose of [SPECIFY EQUIPMENT ACQUIRED WITH LOAN]. Pursuant to this the Borrower granted a movable hypothec without delivery in favor of the Lender in the [EQUIPMENT] so acquired, bearing serial numbers [NUMBERS]; WHEREAS a notice of the granting of the First Hypothec was registered at [PLACE OF REGISTRATION] at [TIME] a.m/p.m. on [DATE] under the number [NUMBER] (the \"First Registration\"); WHEREAS [YOUR COMPANY NAME] entered into a second Contract of Loan and Hypothecs dated as of [DATE] (the \"Second Hypothec\") pursuant to which the Lender made a loan in favor of the Borrower in the principal amount of [AMOUNT], bearing interest at the rate of [%] per annum, for the purpose of acquiring certain additional [EQUIPMENT] from [EQUIPMENT MANUFACTURER] and pursuant to which the Borrower granted a movable hypothec without delivery in favor of the Lender in the machines so acquired; WHEREAS notice of the granting of the Second Hypothec was registered at the Register of Personal and Movable Real Rights at HOUR a.m/p.m. on [DATE] under the number [NUMBER] (the \"Second Registration\"); WHEREAS the Borrower has advised the Lender in writing by letter dated [DATE] that the [EQUIPMENT] is to be exchanged for [EQUIPMENT] of equal value bearing serial numbers [NUMBERS] (the \"Replacement Machines\"); WHEREAS the Borrower has accordingly asked the Lender to consent to the exchange of the [EQUIPMENT] for the Replacement Machines and to release the [EQUIPMENT] from the First Hypothec, and has agreed to confirm that the First Hypothec extends to and covers the Replacement Machines and to grant a movable hypothec without delivery in favor of the Lender against the Replacement Machines; WHEREFORE THE PARTIES HAVE AGREED WITH EACH OTHER AS FOLLOWS: 1. CONSENT The Lender hereby consents to the exchange by the Borrower of the [EQUIPMENT] hypothecated in favor of the Lender under the First Hypothec, as published by the First Registration, for the Replacement Machines more particularly described below, and releases the [EQUIPMENT] from the First Hypothec. 2. CONFIRMATION OF PREVIOUS HYPOTHEC [YOUR COMPANY NAME] confirms that the Replacement Machines are subject to the movable hypothec without delivery created under the First Hypothec, as published by the First Registration, being machinery and equipment subsequently acquired or held by the Borrower in replacement or substitution for such existing machinery and equipment. 3. PRINCIPAL HYPOTHEC Notwithstanding the foregoing, as additional collateral security for the performance of its obligations, present and future, direct and indirect, absolute and contingent, towards the Lender under the terms of each of the First Hypothec and of the term note executed by the Borrower in favor of the Lender concurrently therewith in the respective principal amounts of the loans made thereunder (the \"Term Note\"), including without limiting the generality of the foregoing, the obligation to repay in principal, interest, fees and accessories, all moneys presently owing and due and hereafter to become owing and due to the Lender by the Borrower thereunder and under the Term Note. The Borrower hereby hypothecates as and by way of a movable hypothec on specific property without delivery in favor of the Lender, from this date, for an amount of [AMOUNT] in lawful money of [COUNTRY], with interest thereon at the rate of [%] and [%] per annum, calculated monthly and not in advance. The Replacement Machines, together with all the machinery and equipment hereinafter acquired or held by the Borrower in replacement or substitution for such existing machinery and equipment (hereinafter collectively referred to as the \"Equipment\"), and the proceeds of all insurance policies payable to the Borrower with respect to the Equipment (hereinafter collectively referred to as the \"Insurance Proceeds\"); (the Insurance Proceeds and the Equipment are hereinafter collectively referred to as the \"Hypothecated Property\"). 4. ADDITIONAL HYPOTHEC Furthermore, as further collateral security for the payment of all amounts due or to become due to the Lender by the Borrower under the First Hypothec or under the Term Note which are not secured by the principal hypothec granted under the provisions of section 3, including without in any way limiting the generality of the foregoing, insurance premiums, interest on overdue interest, advances made by the Lender and interest thereon and all reasonable costs and expenses arising from the realization of the security created herein.",null,"Consent and Hypothecs Replacement of Goods","5",53,"doc","https://templates.business-in-a-box.com/imgs/1000px/consent-and-hypothecs_replacement-of-goods-D415.png","https://templates.business-in-a-box.com/imgs/250px/415.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#415.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Business Loans","/templates/business-loan/",{"label":20,"url":21},"consent hypothecs replacement goods","Consent and Hypothecs Replacement of Goods Template","https://templates.business-in-a-box.com/imgs/400px/415.png","https://templates.business-in-a-box.com/imgs/600px/415.png",[28,16,19,22],{"label":29,"url":30},"Templates","/templates/",[32,33,36],{"label":29,"url":30},{"label":34,"url":35},"Legal Agreements","/templates/business-legal-agreements/",{"label":37,"url":38},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[40,44,48,52,56,60,64,68,72,76,80,84,88,103,120,137,151,163],{"label":41,"url":42,"thumb":43,"extension":10},"Apology and Replacement of Damaged Goods","/template/apology-and-replacement-of-damaged-goods-D1093","https://templates.business-in-a-box.com/imgs/250px/1093.png",{"label":45,"url":46,"thumb":47,"extension":10},"Workplace Technology Upgrade and Replacement Policy","/template/workplace-technology-upgrade-and-replacement-policy-D13866","https://templates.business-in-a-box.com/imgs/250px/13866.png",{"label":49,"url":50,"thumb":51,"extension":10},"Consent Letter","/template/consent-letter-D13633","https://templates.business-in-a-box.com/imgs/250px/13633.png",{"label":53,"url":54,"thumb":55,"extension":10},"Polygraph Consent","/template/polygraph-consent-D725","https://templates.business-in-a-box.com/imgs/250px/725.png",{"label":57,"url":58,"thumb":59,"extension":10},"Waiver and Consent","/template/waiver-and-consent-D927","https://templates.business-in-a-box.com/imgs/250px/927.png",{"label":61,"url":62,"thumb":63,"extension":10},"Consent to Sub-License","/template/consent-to-sub-license-D866","https://templates.business-in-a-box.com/imgs/250px/866.png",{"label":65,"url":66,"thumb":67,"extension":10},"Media Consent Form","/template/media-consent-form-D12885","https://templates.business-in-a-box.com/imgs/250px/12885.png",{"label":69,"url":70,"thumb":71,"extension":10},"Physical Exam Consent","/template/physical-exam-consent-D553","https://templates.business-in-a-box.com/imgs/250px/553.png",{"label":73,"url":74,"thumb":75,"extension":10},"Request for Replacement of Damaged Merchandise","/template/request-for-replacement-of-damaged-merchandise-D1080","https://templates.business-in-a-box.com/imgs/250px/1080.png",{"label":77,"url":78,"thumb":79,"extension":10},"Action by Written Consent of Shareholders","/template/action-by-written-consent-of-shareholders-D22","https://templates.business-in-a-box.com/imgs/250px/22.png",{"label":81,"url":82,"thumb":83,"extension":10},"Drug Testing Consent Agreement","/template/drug-testing-consent-agreement-D535","https://templates.business-in-a-box.com/imgs/250px/535.png",{"label":85,"url":86,"thumb":87,"extension":10},"Landlord Consent To Sublease Agreement","/template/landlord-consent-to-sublease-agreement-D13019","https://templates.business-in-a-box.com/imgs/250px/13019.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":92,"extension":10,"preview":93,"thumb":94,"svgFrame":95,"seoMetadata":96,"parents":97,"keywords":101,"url":102},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[98,100],{"label":34,"url":99},"business-legal-agreements",{"label":34,"url":99},"security agreement","/template/security-agreement-D915",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":119},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":112,"description":6},"loan agreement",[114,116,118],{"label":17,"url":115},"finance-accounting",{"label":20,"url":117},"business-loan",{"label":20,"url":117},"/template/loan-agreement-D417",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":135,"url":136},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note","3",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[130,131,132],{"label":17,"url":115},{"label":20,"url":117},{"label":133,"url":134},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":138,"descriptionCustom":6,"label":139,"pages":106,"size":107,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"PERSONAL GUARANTEE This Personal Guarantee (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Guarantor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] I, [NAME OF GUARANTOR], residing at [COMPLETE ADDRESS], hereby personally and solidarity guarantee all of the obligations of [YOUR COMPANY NAME] and agree to be bound solidarity with [YOUR COMPANY NAME] for the prompt performance of [YOUR COMPANY NAME]'s obligations under that certain [SPECIFY] Agreement dated [DATE] (the \"Agreement\") between [YOUR COMPANY NAME] and [COMPANY NAME], including without limitation the payment of all goods, wares and merchandise as [YOUR COMPANY NAME] may from time to time select and purchase on credit from [COMPANY NAME], and hereby expressly renounce to the benefits of division and discussion. Furthermore, I agree that waive may extend the time for payment of any amounts owing to it by waive and/or may waive any default by waive without it in any way lessening or limiting my liability hereunder. Notwithstanding the foregoing, my guarantee hereunder to pay any and all amounts owing by [YOUR COMPANY NAME] to [COMPANY NAME] shall be limited to the sum of [AMOUNT] OR [%] of such outstanding amount.","Personal Guarantee","https://templates.business-in-a-box.com/imgs/1000px/personal-guarantee-D405.png","https://templates.business-in-a-box.com/imgs/250px/405.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#405.xml",{"title":144,"description":6},"personal guarantee",[146,147,148],{"label":17,"url":115},{"label":20,"url":117},{"label":37,"url":149},"guaranties-collateral","/template/personal-guarantee-D405",{"description":152,"descriptionCustom":6,"label":153,"pages":123,"size":107,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":162},"LOCATION RELEASE AGREEMENT This Location Release Agreement (the \"Agreement\") is made and effective this [DATE], BETWEEN: [PRODUCTION COMPANY NAME] (the \"Company\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LOCATION OWNER/AGENT NAME] (the \"Owner/Agent\") an individual/company with its main address located at: [COMPLETE ADDRESS] WHEREAS, the Company desires to use the premises located at [LOCATION ADDRESS] (the \"Location\") for the purpose of filming and recording scenes for [PROJECT TITLE]; WHEREAS, the Owner/Agent agrees to grant the Company the right to use the Location for the specified purpose under the terms and conditions set forth herein; IT IS HEREBY AGREED THAT: USE OF LOCATION 1.1 The Owner/Agent grants the Company and its employees, agents, contractors, and suppliers permission to enter and use the Location for the purpose of photographing, filming, and recording scenes and sounds for the Project. 1.2 The Company shall have the right to use the recordings made at the Location in any manner and media, including but not limited to, theatrical release, television, home video, internet, and other digital platforms, and to use the Location's name, likeness, and appearance. TERM 2.1 The term of this Agreement shall commence on [START DATE] and terminate on [END DATE], subject to any extensions agreed upon in writing by both Parties. FEES 3.1 The Company agrees to pay the Owner/Agent a fee of [AMOUNT] in [CURRENCY], payable as follows: [Payment Terms]. 3","Location Release Agreement","https://templates.business-in-a-box.com/imgs/1000px/location-release-agreement-D14006.png","https://templates.business-in-a-box.com/imgs/250px/14006.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14006.xml",{"title":158,"description":6},"location release agreement",[160,161],{"label":34,"url":99},{"label":34,"url":99},"/template/location-release-agreement-D14006",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":107,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":179},"SECURED LUMP-SUM PROMISSORY NOTE AGREEMENT This Secured Lump-Sum Promissory Note Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"Issuer\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"Holder\") company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] FOR VALUE RECEIVED, the undersigned Issuer hereby promises to pay to the order of the Holder, the maximum Principal Amount of [PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined in this Agreement) outstanding from time to time at the rate (or rates) hereafter specified, and all other sums which may be owing to the Holder by the Issuer hereunder. The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. RIGHTS AND REMEDIES UPON DEFAULT ","Secured Lumpsum Promissory Note Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/secured-lumpsum-promissory-note-agreement-D13041.png","https://templates.business-in-a-box.com/imgs/250px/13041.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13041.xml",{"title":171,"description":6},"secured lumpsum promissory note agreement",[173,176],{"label":174,"url":175},"Business Plan Kit","business-plan-kit",{"label":177,"url":178},"Business Procedures","business-procedures","/template/secured-lumpsum-promissory-note-agreement-D13041",false,{"seo":182,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":258,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":513,"classification":514},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Consent and Hypothecs Replacement of Goods Template (Free Word)","Free consent and hypothecs replacement of goods template. Formally authorize substitution of hypothecated collateral while preserving the secured. Free Word and PDF download.","consent and hypothecs replacement of goods template",[187,188,189,190,191,192,193,194],"hypothec replacement of collateral","secured creditor consent to replace goods","hypothecated goods substitution agreement","consent to replace collateral template","hypothec substitution clause","replacement of secured collateral word template","commercial hypothec consent form","hypothec amendment agreement free download",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199,"notarization_required":180},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Consent and Hypothecs Replacement of Goods is a legally binding document in which a secured creditor formally authorizes a debtor to substitute one or more items of collateral subject to a hypothec with replacement goods of equivalent or greater value, while confirming that the original security interest continues uninterrupted over the substituted property. This free Word download gives you a structured, professionally drafted starting point you can edit online and export as PDF for execution by both parties.\n","Use it when a debtor needs to sell, upgrade, or otherwise dispose of goods that are encumbered by a hypothec — and must obtain the creditor's written consent before the substitution — to avoid being in default under the original security agreement. It is also required when a lender's internal policy or the governing security instrument mandates documented approval for any change to the collateral pool.\n","Identification of the parties, description of the original hypothec and the encumbered goods being replaced, detailed description of the replacement goods and their value, the creditor's express consent to the substitution, confirmation that the hypothec continues in full force over the replacement goods, representations and warranties from the debtor, and execution blocks for both parties.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Commercial lenders and financial institutions","Granting formal consent when a borrower seeks to swap encumbered inventory or equipment","persona-lender",{"title":212,"use_case":213,"icon_asset_id":214},"Equipment financing companies","Documenting the transfer of a security charge from retired machinery to replacement units","persona-equipment-financier",{"title":216,"use_case":217,"icon_asset_id":218},"Business owners and operators","Obtaining creditor approval to sell hypothecated goods and replace them with upgraded assets","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate finance lawyers","Drafting or reviewing collateral-substitution consent documents for secured lending transactions","persona-corporate-lawyer",{"title":224,"use_case":225,"icon_asset_id":226},"Asset-based lenders","Managing revolving collateral pools where inventory composition changes regularly","persona-asset-based-lender",{"title":228,"use_case":229,"icon_asset_id":230},"Insolvency practitioners","Confirming the continuity of a hypothec charge when collateral is restructured during proceedings","persona-insolvency-practitioner",[232,235,239,243,247,251,254],{"situation":233,"recommended_template":7,"slug":234},"Replacing a single piece of financed equipment with a newer model","consent-and-hypothecs-replacement-of-goods-D415",{"situation":236,"recommended_template":237,"slug":238},"Substituting an entire inventory pool under a revolving credit facility","General Security Agreement","security-agreement-D915",{"situation":240,"recommended_template":241,"slug":242},"Amending the collateral schedule of an existing secured loan","Loan Agreement Amendment","amendment-agreement-D13872",{"situation":244,"recommended_template":245,"slug":246},"Releasing a specific asset from a hypothec without substitution","Partial Discharge of Hypothec","deed-of-discharge-D980",{"situation":248,"recommended_template":249,"slug":250},"Granting a new hypothec over additional goods added to a portfolio","Movable Hypothec Agreement","deed-of-movable-hypothec-D982",{"situation":252,"recommended_template":253,"slug":238},"Confirming continued security after a debtor reorganization or merger","Security Interest Continuity Agreement",{"situation":255,"recommended_template":256,"slug":257},"Documenting creditor consent to sale of collateral with proceeds applied to debt","Consent to Sale of Collateral","notice-of-private-sale-of-collateral-D402",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Hypothec","A security interest granted over movable or immovable property that gives the creditor the right to proceed against the property if the debtor defaults, without requiring the creditor to take possession of the collateral.",{"term":263,"definition":264},"Collateral","The specific asset or pool of assets pledged by a debtor to secure repayment of a debt or performance of an obligation.",{"term":266,"definition":267},"Substitution of Collateral","The replacement of one or more assets encumbered by a security interest with different assets of equivalent or greater value, with the security charge transferring to the new assets.",{"term":269,"definition":270},"Secured Creditor","A lender or other party holding a registered security interest or hypothec over the debtor's property, giving them priority over unsecured creditors on default.",{"term":272,"definition":273},"Debtor","The party that has granted a hypothec or security interest over its property as collateral for a debt or other obligation.",{"term":275,"definition":276},"Hypothecary Charge","The encumbrance placed on specific property under a hypothec, which attaches to the property and follows it even if ownership changes, until formally discharged.",{"term":278,"definition":279},"Floating Charge","A security interest that attaches to a class of assets (such as all inventory) rather than specific items, allowing the debtor to deal with those assets in the ordinary course of business until the charge crystallizes.",{"term":281,"definition":282},"Crystallization","The point at which a floating charge converts into a fixed charge over the assets then held by the debtor, typically triggered by default or insolvency.",{"term":284,"definition":285},"Priority","The ranking of competing security interests or claims against the same collateral, which determines the order of payment on enforcement or insolvency.",{"term":287,"definition":288},"Personal Property Security Act (PPSA)","Canadian provincial legislation governing the creation, registration, and enforcement of security interests in personal property, analogous to Article 9 of the UCC in the United States.",{"term":290,"definition":291},"Release and Discharge","The formal cancellation of a hypothec or security interest over specific property, removing the encumbrance from the collateral and from any applicable registry.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Recitals and background","Sets out the factual context — the original hypothec instrument, its registration details, the encumbered goods, and the reason the debtor is seeking to replace the collateral.","WHEREAS [CREDITOR NAME] holds a hypothec dated [DATE], registered as No. [REGISTRATION NUMBER] against [ORIGINAL GOODS DESCRIPTION] owned by [DEBTOR NAME] (the 'Original Collateral') securing obligations totalling $[AMOUNT]; AND WHEREAS the Debtor wishes to replace the Original Collateral with the Replacement Goods described herein;","Omitting the precise registration number of the original hypothec. Without it, there is no clear link between this consent document and the registered charge, creating a gap that could be exploited in enforcement proceedings.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Description of original goods","Provides a precise identification of the goods currently subject to the hypothec — including make, model, serial number, and current estimated value — so there is no ambiguity about what is being replaced.","The Original Collateral consists of: [DESCRIPTION OF GOODS], serial number [SERIAL NUMBER], currently valued at approximately $[CURRENT VALUE], as more particularly described in Schedule A attached hereto.","Using a generic description such as 'manufacturing equipment' without serial numbers or specific identifiers, making it impossible to distinguish the collateral from other assets of the debtor in an insolvency.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Description of replacement goods","Identifies the new goods that will substitute for the original collateral in equal or greater detail — make, model, serial number, acquisition cost, and appraised or market value — confirming they are sufficient security.","The Replacement Goods consist of: [DESCRIPTION OF REPLACEMENT GOODS], serial number [SERIAL NUMBER], acquired by Debtor on [ACQUISITION DATE] at a cost of $[ACQUISITION COST], with a current market value of approximately $[CURRENT VALUE], as more particularly described in Schedule B attached hereto.","Failing to attach a Schedule B with a detailed description and valuation evidence. A bare reference to replacement goods without supporting documentation is routinely challenged by insolvency trustees and competing creditors.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Creditor's consent","The operative clause in which the secured creditor expressly and irrevocably authorizes the substitution, releases the hypothecary charge from the original goods, and confirms all other terms of the underlying security agreement remain unchanged.","The Creditor hereby consents to the substitution of the Original Collateral with the Replacement Goods and releases its hypothecary charge from the Original Collateral effective upon registration of the amended hypothec over the Replacement Goods, without prejudice to any other rights of the Creditor under the Security Agreement dated [DATE].","Drafting consent language as permissive rather than operative — phrases like 'the Creditor does not object' have been held to be insufficient to constitute formal release of a registered hypothec in several Canadian jurisdictions.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Continuation of hypothec","Confirms that the original hypothec, with all its terms, conditions, covenants, and priority, attaches to and continues in full force over the replacement goods immediately upon the release from the original goods.","The Debtor and Creditor confirm that the Hypothec shall continue in full force and effect over the Replacement Goods with the same priority, terms, and conditions as applied to the Original Collateral, and the Debtor hereby grants to the Creditor a hypothec over the Replacement Goods in accordance therewith.","Neglecting to state that the hypothec continues with the same priority. Without this, a competing creditor who registers a security interest in the replacement goods before the amended hypothec is registered could claim superior priority.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations and warranties of the debtor","The debtor represents that it has good and marketable title to the replacement goods, that they are free and clear of all other encumbrances, that their stated value is accurate, and that no default exists under the underlying obligation.","The Debtor represents and warrants that: (a) it is the sole legal and beneficial owner of the Replacement Goods, free and clear of all liens, charges, and encumbrances except those in favor of the Creditor; (b) the value of the Replacement Goods is not less than $[AMOUNT]; and (c) no event of default has occurred and is continuing under the Security Agreement.","Including only a title warranty without a 'no other encumbrances' representation. A debtor who has already pledged the replacement goods to a second creditor may be in breach without the creditor having any express contractual remedy if the representation is absent.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Registration obligations","Allocates responsibility — typically to the debtor — for filing the necessary amendments to the hypothec registration to reflect the substituted collateral within a defined number of days, and requiring proof of filing to be delivered to the creditor.","The Debtor shall, at its sole cost and expense, within [NUMBER] business days of execution of this Agreement, file all amendments required to amend the registration of the Hypothec to reflect the Replacement Goods and shall deliver to the Creditor certified copies of all such filings within [NUMBER] business days thereafter.","Setting no deadline for re-registration, or making it 'upon request.' The window between consent and re-registration leaves the creditor's priority unprotected — other creditors can register against the replacement goods in that gap.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Conditions precedent to consent becoming effective","Lists any conditions the creditor requires to be satisfied before the consent becomes operative — for example, receipt of an appraisal, payment of outstanding amounts, or delivery of insurance certificates covering the replacement goods.","This consent shall not become effective until: (a) the Creditor has received an independent appraisal confirming the Replacement Goods have a market value of not less than $[AMOUNT]; (b) the Replacement Goods are fully insured in favor of the Creditor as loss payee; and (c) all outstanding obligations under the Security Agreement are current with no arrears.","Omitting insurance as a condition precedent. Replacement goods that are uninsured or underinsured leave the creditor's security interest exposed to total loss with no recourse other than an unsecured claim.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and jurisdiction","Specifies the province, state, or country whose laws govern the agreement and the courts or arbitration forum where disputes will be resolved — critical when debtor and creditor are in different jurisdictions.","This Agreement shall be governed by and construed in accordance with the laws of the Province of [PROVINCE / STATE] and the federal laws of [COUNTRY] applicable therein. Each party irrevocably submits to the exclusive jurisdiction of the courts of [PROVINCE / STATE] for any dispute arising hereunder.","Choosing governing law without confirming it matches the jurisdiction where the hypothec is registered. A governing-law clause pointing to Ontario in a document governing a Quebec hypothec will not override the Civil Code of Quebec's mandatory provisions.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Entire agreement and amendment","Confirms that this document, together with the original security agreement, constitutes the entire agreement between the parties regarding the collateral substitution, and that any further amendment requires written consent of both parties.","This Agreement, together with the Security Agreement dated [DATE] and any schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. No amendment, modification, or waiver of any provision shall be effective unless in writing and signed by both parties.","Failing to reference the underlying security agreement in the entire-agreement clause, which can allow a debtor to argue that the substitution somehow terminated or replaced obligations under the original instrument.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify both parties and the underlying hypothec","Enter the full legal names of the creditor and debtor exactly as they appear in the original hypothec instrument. Include the date and registration number of the original hypothec so the consent is unambiguously linked to the existing charge.","Pull the party names directly from your hypothec registration — even minor discrepancies in corporate names can create enforceability issues.",{"step":350,"title":351,"description":352,"tip":353},2,"Describe the original collateral in Schedule A","List every asset being released from the hypothec with full identifiers — serial number, model, manufacturer, and year of manufacture. Include the current estimated or appraised value of each item.","Obtain a written valuation or at least a market-comparable quote before filling in value figures — creditors can challenge a substitution if the original goods' value is understated.",{"step":355,"title":356,"description":357,"tip":358},3,"Describe the replacement goods in Schedule B","Provide an equally detailed description of each replacement asset. Attach purchase invoices, manufacturer certificates, or appraisal reports as supporting exhibits to confirm value and clear title.","The replacement goods should have a documented market value equal to or greater than the goods they replace — a shortfall in value almost always requires additional security or a cash top-up.",{"step":360,"title":361,"description":362,"tip":363},4,"Set the conditions precedent","List every condition the creditor requires before the consent becomes effective: appraisal receipt, insurance certificates naming the creditor as loss payee, confirmation of no arrears, and any other lender-specific requirements.","Add a specific deadline by which conditions must be satisfied — open-ended conditions create limbo where neither party knows whether the consent is live.",{"step":365,"title":366,"description":367,"tip":368},5,"Confirm the continuation of the hypothec and priority","Complete the continuation clause to confirm the hypothec attaches to the replacement goods with the same terms and priority as the original. If the hypothec is registered under a PPSA or similar system, note that an amendment filing is required.","Check with your local registry whether a full new registration or a simple amendment is required — procedures vary by province and state.",{"step":370,"title":371,"description":372,"tip":373},6,"Assign registration obligations and set deadlines","Specify which party — typically the debtor — is responsible for filing the registration amendment, the number of business days permitted, and the requirement to deliver proof of filing to the creditor.","A 5-business-day deadline for filing is standard in most commercial transactions; anything longer leaves the creditor's priority exposed.",{"step":375,"title":376,"description":377,"tip":378},7,"Complete representations and warranties","Review and customize the debtor's representations to cover title, absence of other encumbrances, accuracy of valuation, and no existing default. Ensure the warranty language is drafted in present tense and as of the execution date.","Add a 'to the knowledge of the Debtor' qualifier for any representation that could be objectively unknowable — but avoid it for title and encumbrance warranties where strict accuracy is expected.",{"step":380,"title":381,"description":382,"tip":383},8,"Execute before releasing the original collateral","Both parties must sign before the debtor disposes of or transfers the original encumbered goods. Premature release of the original collateral before the consent is signed leaves the creditor momentarily unsecured.","Use a simultaneous closing structure if possible: execute the consent, file the registration amendment, and complete the disposal of original goods on the same business day.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Releasing original collateral before re-registration is complete","There is a window between releasing the old hypothec and registering the new one during which a competing creditor can register against the replacement goods and claim superior priority — leaving the original creditor holding an unsecured position.","Require registration of the amended hypothec as a condition precedent to the release of the original collateral, and use a simultaneous closing or escrow mechanism to coordinate timing.",{"mistake":390,"why_it_matters":391,"fix":392},"Using generic descriptions for both original and replacement goods","Vague descriptions like 'office equipment' or 'manufacturing machinery' cannot be matched to specific assets in an enforcement action or insolvency proceeding, effectively making the security unenforceable.","Always include serial numbers, model numbers, manufacturer, year, and acquisition cost for every item — attach detailed Schedules A and B rather than embedding descriptions in the body of the agreement.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting the insurance condition precedent","Replacement goods that are not insured with the creditor named as loss payee leave the security interest exposed to total loss from fire, theft, or damage with no recourse beyond an unsecured claim against the debtor.","Require the debtor to deliver a certificate of insurance naming the creditor as loss payee before the consent becomes effective, and confirm that coverage is sufficient to at least equal the outstanding secured obligation.",{"mistake":398,"why_it_matters":399,"fix":400},"Failing to confirm priority continuity explicitly","Without an express statement that the hypothec continues over the replacement goods with the same priority, a competing creditor who registers against the replacement goods in the gap period may successfully argue they hold a superior interest.","Include a dedicated priority-continuation clause and file the registration amendment as quickly as possible — ideally on the same day as execution.",{"mistake":402,"why_it_matters":403,"fix":404},"Choosing governing law that conflicts with the registration jurisdiction","A hypothec registered under the Civil Code of Quebec is subject to mandatory Quebec law regardless of what a governing-law clause says; an Ontario governing-law clause provides no protection against Quebec-specific procedural requirements.","Match the governing law to the province or state where the hypothec is registered, and confirm with local counsel that the consent document complies with the applicable registry's requirements.",{"mistake":406,"why_it_matters":407,"fix":408},"No deadline for the debtor to file the registration amendment","An open-ended filing obligation allows the debtor to delay indefinitely, leaving the creditor's charge unregistered against the replacement goods and exposing priority to challenge.","Set a specific number of business days — typically 3 to 5 — for the debtor to complete the filing, and require delivery of certified copies of the amended registration to the creditor within the same window.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a consent and hypothecs replacement of goods?","A consent and hypothecs replacement of goods is a legal document in which a secured creditor formally authorizes a debtor to substitute collateral encumbered by a hypothec — replacing the original goods with new assets of equivalent or greater value — while confirming that the hypothecary charge continues uninterrupted over the replacement goods. It protects the creditor's security position and ensures the debtor is not in default under the original security agreement when dealing with the encumbered assets.\n",{"question":414,"answer":415},"When is a consent to replace hypothecated goods required?","It is required whenever a debtor wishes to sell, trade, dispose of, or upgrade goods that are subject to a hypothec or registered security interest and the underlying security agreement prohibits dealing with the collateral without the creditor's written consent. This is common in equipment financing, inventory-backed lending, and asset-based credit facilities where the specific goods pledged are identified in the original security instrument.\n",{"question":417,"answer":418},"What is the difference between a hypothec and a mortgage?","Both are security interests, but they typically apply to different types of property. A mortgage generally refers to a security charge over immovable or real property such as land and buildings. A hypothec, as used in civil law jurisdictions like Quebec and in many international commercial contexts, can attach to both movable and immovable property, including equipment, inventory, and receivables. In common-law provinces and US states, the equivalent security interest over personal property is governed by the PPSA or UCC Article 9.\n",{"question":420,"answer":421},"Does the creditor have to agree to the substitution of collateral?","Yes — in most commercial security agreements, the debtor is prohibited from disposing of, replacing, or dealing with hypothecated goods without the creditor's prior written consent. Proceeding without consent typically constitutes an event of default entitling the creditor to accelerate the debt and enforce the security. The consent and hypothecs replacement of goods document is precisely the instrument used to obtain and record that written consent before the substitution takes place.\n",{"question":423,"answer":424},"What value do the replacement goods need to have?","In most commercial arrangements, the replacement goods must have a market value equal to or greater than the goods they replace, ensuring the creditor's security position is not weakened. Creditors typically require an independent appraisal or purchase invoice as evidence of value before granting consent. If the replacement goods are worth less than the original collateral, the creditor may require additional security, a cash payment, or a partial repayment of the underlying obligation to make up the shortfall.\n",{"question":426,"answer":427},"Does the hypothec need to be re-registered after the goods are replaced?","Yes — in virtually all registration systems, including the Quebec Register of Personal and Movable Real Rights (RPMRR), Canadian provincial PPSA registries, and US UCC filing offices, an amendment to the registration is required to reflect the new collateral. Failure to file the amendment risks loss of priority against third parties who register against the replacement goods in the interim period. The consent document should allocate this obligation to the debtor with a specific filing deadline.\n",{"question":429,"answer":430},"Can a partial substitution be documented with this template?","Yes — the template can be adapted to cover partial substitutions where only some of the hypothecated goods are replaced while others remain subject to the original charge. In that case, Schedule A should clearly identify which specific items are being released, Schedule B should identify only the replacement goods for those items, and the continuation clause should confirm the hypothec remains in force over both the unreleased original goods and the new replacement goods.\n",{"question":432,"answer":433},"Is this document relevant outside of Quebec civil law?","Yes — while the term 'hypothec' originates in civil law systems and is used specifically in Quebec and in many international contexts, the document covers the same transaction as a 'consent to substitution of collateral' under common-law security agreements governed by PPSA legislation in other Canadian provinces or by UCC Article 9 in the United States. Businesses operating in common-law jurisdictions should adapt the terminology accordingly and confirm local registration requirements with counsel.\n",{"question":435,"answer":436},"Do I need a lawyer to prepare this document?","For routine equipment substitutions involving straightforward collateral and established lending relationships, a high-quality template reviewed by both parties is often sufficient. Legal counsel is strongly recommended when the transaction involves high-value assets, multiple creditors with competing security interests, cross-provincial or cross-border arrangements, or any question about priority, insolvency risk, or the adequacy of the replacement collateral's value. A lawyer's review typically costs $500–$1,500 and is well justified given the priority and enforcement consequences of getting the documentation wrong.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Manufacturing","industry-manufacturing","Equipment upgrades are frequent in manufacturing; replacing hypothecated production machinery with newer models requires documented creditor consent and re-registration to maintain security priority over the new equipment.",{"industry":443,"icon_asset_id":444,"specifics":445},"Transportation and Logistics","industry-transportation","Fleet operators regularly trade in financed vehicles for newer units; each vehicle substitution under a fleet hypothec requires a formal consent and replacement document to keep the lender's charge current against the replacement vehicles.",{"industry":447,"icon_asset_id":448,"specifics":449},"Agriculture","industry-agriculture","Seasonal equipment upgrades and livestock replacements under agricultural lending programs require consent documents that satisfy both the lender's security requirements and provincial agricultural credit legislation.",{"industry":451,"icon_asset_id":452,"specifics":453},"Retail and Wholesale","industry-retail","Inventory-backed credit facilities involve constant collateral turnover; consent and replacement agreements are used to document periodic substitutions when specific inventory items are identified in the original hypothec rather than covered by a floating charge.",[455,458,461,464],{"vs":237,"vs_template_id":456,"summary":457},"general-security-agreement-D13244","A General Security Agreement creates a broad floating charge over all present and after-acquired property of a debtor, automatically capturing replacement assets without requiring a specific consent for each substitution. A consent and hypothecs replacement of goods is used when the original hypothec was granted over identified specific goods rather than a floating pool, making explicit consent and re-registration necessary for each substitution.",{"vs":245,"vs_template_id":459,"summary":460},"D{PARTIAL_DISCHARGE_HYPOTHEC_ID}","A partial discharge permanently removes specific goods from a hypothec without any replacement, reducing the collateral pool. A consent and hypothecs replacement of goods keeps the security position intact by substituting equivalent collateral — the creditor releases the old goods only because new goods of equivalent value are simultaneously charged. Use a partial discharge only when the creditor agrees to reduce their security exposure.",{"vs":241,"vs_template_id":462,"summary":463},"D{LOAN_AGREEMENT_AMENDMENT_ID}","A loan agreement amendment changes the financial terms of the underlying debt — interest rate, repayment schedule, principal amount, or covenants. A consent and hypothecs replacement of goods changes only the identity of the collateral without altering the debt terms. Both documents may be executed simultaneously when a collateral substitution accompanies a refinancing, but they serve distinct legal functions.",{"vs":249,"vs_template_id":465,"summary":466},"D{MOVABLE_HYPOTHEC_AGREEMENT_ID}","A movable hypothec agreement creates a new security interest from scratch over specified movable property. A consent and hypothecs replacement of goods operates within an existing hypothec relationship, substituting collateral while preserving the original charge's registration date and priority. Creating a new hypothec instead of amending an existing one would lose the priority position established at the original registration date.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Routine equipment substitutions between established parties under straightforward domestic lending arrangements","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Mid-value asset substitutions, first-time use of this document type, or transactions in Quebec where Civil Code formalities apply","$500–$1,500","2–5 business days",{"best_for":477,"cost":478,"time":479},"High-value collateral, multiple competing creditors, cross-border transactions, or insolvency-adjacent situations where priority is disputed","$2,000–$8,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","In the US, security interests in personal property are governed by Article 9 of the Uniform Commercial Code (UCC), adopted in all 50 states with minor variations. Collateral substitution requires a UCC-3 amendment filing to update the financing statement. Some states require the amendment to be filed in the state where the debtor is located (for most personal property) or where the goods are kept (for certain fixtures and titled vehicles). Perfection gaps during the substitution window can allow lien-avoidance actions in a subsequent bankruptcy.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Outside Quebec, security interests in personal property are governed by provincial Personal Property Security Acts (PPSA). Collateral substitution requires a PPSA amendment registration in the province where the debtor is located. In Quebec, hypothecs over movable property are governed by the Civil Code of Quebec and registered in the Register of Personal and Movable Real Rights (RPMRR); specific formalities apply and notarial form may be required for hypothecs over certain property types. French-language documentation is required for Quebec-governed instruments under the Charter of the French Language.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","In England and Wales, security over personal property typically takes the form of a fixed or floating charge registered at Companies House under the Companies Act 2006. A collateral substitution under a fixed charge requires a formal deed of release and re-grant; under a floating charge, substitution may occur in the ordinary course of business without specific consent unless the charge document restricts it. Scotland has its own system of real rights over corporeal moveables, and Northern Ireland follows broadly similar rules to England. Legal advice is recommended to confirm whether a change to Companies House registration is required.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","Security interests over movable property are governed by the national law of each EU member state, with significant variation. France uses the gage (pledge) and nantissement framework; Germany uses the Sicherungsübereignung (security transfer of title); the Netherlands uses the pandrecht. The EU has no unified personal property security registry equivalent to the PPSA or UCC. Cross-border transactions may engage the EU Insolvency Regulation (2015/848) for priority questions on insolvency, and GDPR considerations apply if personal data is processed in connection with debtor identification. Always engage local counsel in the relevant member state.",[238,502,503,504,505,506,507,508,509,510,511,512],"loan-agreement-D417","promissory-note-D434","personal-guarantee-D405","location-release-agreement-D14006","secured-lumpsum-promissory-note-agreement-D13041","debenture-pledge-agreement-D467","asset-purchase-agreement-D928","bill-of-sale-D1229","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","certificate-of-corporate-resolution-D3",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":99,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"guaranties-and-collateral","agreement","general","all-stages",[520,521,522,523,524],"legal","collateral","hypothec","secured-creditor","substitution",0.92,"\u003Ch2>What is a Consent and Hypothecs Replacement of Goods?\u003C/h2>\n\u003Cp>A \u003Cstrong>Consent and Hypothecs Replacement of Goods\u003C/strong> is a legally binding document in which a secured creditor formally authorizes a debtor to substitute one or more items of collateral encumbered by a \u003Cstrong>hypothec\u003C/strong> with replacement goods of equivalent or greater value, while confirming that the original security interest continues uninterrupted over the substituted property. The document operates within an existing secured lending relationship — it does not create a new hypothec from scratch but rather amends the collateral pool of an existing charge, ensuring the creditor's registered priority is preserved throughout the substitution. In practice, this instrument is essential wherever a security agreement identifies specific goods by serial number or description rather than relying on a broad floating charge that automatically captures after-acquired assets.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed consent and replacement document, a debtor who sells or replaces hypothecated goods is in default under their security agreement — exposing them to immediate debt acceleration, enforcement action, and potential seizure of other assets. From the creditor's perspective, allowing a verbal or informal substitution creates a gap in the registered security: the charge over the original goods is released, but if no formal amendment is filed in time, competing creditors can register against the replacement goods and claim superior priority. In an insolvency, that priority gap can mean the difference between a secured recovery and a cents-on-the-dollar unsecured claim. This template gives both parties a structured, enforceable record that closes the priority gap, satisfies registration requirements in Canadian PPSA and Quebec RPMRR systems, and provides the debtor with documented authorization to deal with the original collateral — all in a single document that takes under an hour to complete for a routine equipment substitution.\u003C/p>\n",1781186015295]