TRIPARTITE AGREEMENT
THIS Agreement is made and executed at __________ on this ___ day of ________ 20___ between
Shri/Smt_________________________ son /daughter wife of Shri/Smt___________________
(Hereinafter called the "Borrower" which term so far as the context admits shall mean and include his/her
heirs, executors, successors, administrators and legal representatives of the First Part
and
_________________________________________________________________ a Company incorporated
under the Companies Act 1956, having its registered office at
__________________________________________________________________________________or,
a partnership firm through the Director /Partner Proprietor Shri________________________________,
S/o Shri____________________________ having its office
at___________________________________________________________________________________
hereinafter referred to as the "BUILDER" (which expression shall unless the context otherwise requires,
include its successors and permitted assigns) of the Second Part
and
HDFC BANK LIMITED, a Banking company incorporated under the provisions of the Companies Act,
1956 and having its registered office at Bank House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013
and a branch/office at ________________________________
__________________________________________________________, hereinafter referred to as the
"Bank" which expression shall unless it be repugnant to the context or meaning thereof shall mean and
include its successors and assigns of the Third Part.
"Bank", "Builder" and "Borrower" shall collectively be referred to herein as "Parties" and individually
as "Party"
WHEREAS the Borrower has represented that the Builder is of his/her choice and that he/she has satisfied
himself/herself with regard to integrity, capability for quality construction of the Builder and the Builder's
ability for timely completion and on time delivery of the Project;
AND WHEREAS, as part of its business activity, Builder has developed the project
Being ___________ situated at __________________________ (Hereinafter referred to as the
"PROJECT");
AND WHEREAS the Builder has invited applications for allotment by sale of residential apartments/ Plot
/Commercial Unit in the said Project for which various payment options have been offered to the customers;
AND WHEREAS the Borrower has approached Bank for a loan of Rs.
_____________ towards payment of the sale/ purchase consideration of the residential
apartment/Plot/Commercial Unit in the Project;
AND WHEREAS the Borrower has agreed to secure with Bank the residential apartment/Plot/Commercial
Unit No.______________ under finance as and by way of mortgage of all the rights, title, benefits that
would accrue from the said residential apartment/Plot/Commercial Unit till the currency and term of the
said loan to be advanced/advanced. The Builder also agrees and confirms that they shall take note of the
said mortgage created by the Borrower and undertake not to create any third party rights or security interest
of any sort whatsoever on the said flat/plot/commercial unit without the prior written consent of Bank;
AND WHEREAS based on several representations made by the Borrower with respect to approvals and
allotment pertaining to the said Project and the residential apartment/Plot/Commercial Unit under finance
and the same being acknowledged and consented to by the Builder, Bank granted a loan of
Rs.__________________/- (Rupees ________________________________________ only) ("Loan") to
the Borrower, in terms of the Loan Agreement dated ________________ (hereinafter referred to as the
"Loan Agreement") duly executed by the Borrower;
AND WHEREAS Bank based on such requests and representation shall make disbursement periodically,
which factor is hereby confirmed and acknowledged by the Borrower herein;
AND WHEREAS Bank has considered the said request with a clear understanding and an irrevocable
undertaking by the Borrower that subsequent to the disbursements as requested by the Borrower, there
would be no repayment default for any reason whatsoever including but not limited to any concern/issues
by and between the Borrower and the Builder;
AND WHEREAS the Borrower has represented, and such representation being a continuing representation,
that Borrower's obligation to repay the Loan shall be a distinct and independent obligation more particularly
independent of any issues/concern/dispute of whatsoever nature between the Borrower and Builder;
AND WHEREAS one of the conditions for Bank sanctioning the said Loan to the Borrower was that the
understanding as stipulated in the recitals above shall be reduced and recorded in writing with an
understanding and intent of making the same irrevocable, binding and enforceable by and between the
Borrower and the Builder and until such time this formality is complied with to the satisfaction of Bank and
documents in evidence thereof are delivered to Bank there will be no disbursement pursuant to the Loan
Agreement;
AND WHEREAS in consideration of Bank agreeing to give the Loan to the Borrower, all the Parties have
agreed as under.
NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The foregoing recitals as mentioned above are incorporated herein by this reference and constitute an
integral part of this Agreement.
2. The Loan advanced to the Borrower by Bank shall be subject to the Borrower's repayment capacity as
assessed by Bank and shall be secured against the first and exclusive mortgage of the residential
apartment/ Plot/Commercial Unit to be acquired in the Project in favour of Bank.
3. The Loan advanced to the Borrower by Bank shall be repayable by the Borrower by way of Equated
Monthly Installments (EMI). The date of commencement of EMI shall be the first day of the month
following the month in which the disbursement of the Loan will have been completed and consequently
the due date of payment of first EMI shall in such a case be the last day of the said following month. Till
the commencement of EMI the Borrower shall pay Pre-EMI, which is the simple interest on the Loan
amount disbursed calculated at the rate of interest as mentioned in the respective Loan Agreement of the
Borrower.
4. That irrespective of the stage of construction of the Project and irrespective of the date of handing over
the possession of the residential apartment/Plot/Commercial Unit to the Borrower by the Builder the
Borrower shall be liable to pay to Bank regularly each month the EMI as laid down in the Loan
Agreement to be signed by and between Bank and the Borrower. The Borrower shall execute an
indemnity and such other documents as may be required by Bank in favor of Bank in this regard.
5. The Borrower shall ensure to pay to the Builder his/her own contribution in full i.e. the cost of the
flat/Plot/Commercial Unit minus the Loan amount being disbursed by Bank before availing of the
disbursement from Bank.
6. That Bank shall at the request of the Borrower disburse the balance sale consideration to the Borrower
by way of cheque drawn in favor of the Builder. Any balance payment or any payment towards escalation
towards the cost of the residential apartment/Plot/Commercial Unit shall be made by the Borrower
himself to the Builder.
7. That the Builder shall not hand over the actual and physical possession of the said flat/residential
apartment/ Plot/Commercial Unit to the Borrower before execution and registration of the sale
deed/sublease deed and the original registered sale deed/Sub-lease deed shall be submitted to Bank
directly by the Builder to be kept by Bank towards security for the said Loan.
8. Notwithstanding anything contained in the Provisional allotment/ Allotment letter / Buyer agreement
dated __________, executed between the Borrower and the Builder, if the Borrower fails to pay the Loan
sanctioned by Bank for the said residential apartment/ Plot/Commercial Unit under finance, or in the
event of death of the Borrower or in the event of cancellation of allotment of the residential
apartment/Plot /Commercial Unit for any reason whatsoever then the Builder shall first forfeit the 10%
of the sale consideration amount of the unit which is due to Builder as per the Allotment letter/Buyer
agreement and from the balance shall refund the entire outstanding amount to Bank in nature of Principal
and interest, as per Bank’s demand letter which shall be deemed refund to the Borrower. Further, it is
clarified that no amounts will be forfeited from the Loan amount disbursed by Bank. The Borrower
hereby subrogates all his/her rights for refund with respect to the said residential apartment/Plot/
Commercial Unit in favour of Bank. The Apartment/Plot/Commercial Unit Buyer Agreement shall be
cancelled/rescinded/terminated in such case of refund. The Builder shall have the right to recover its
charges. Losses, costs, damages from the Borrower. At no point in time any amounts advanced by Bank
shall be subject to any retention by the Builder on any count. The Borrower will not have any right or
claim against the Builder post payment of the eligible amount by the Builder to the Bank.
9. Further if the Borrower commits a breach of any of the terms and conditions of this Tripartite
Agreement it shall be treated as an event of default under the Agreement for Sale / Allotment cum
Agreement for sale or any such agreement or document signed by and between the Borrower and the Builder
for the sale of the said residential apartment/Plot/Commercial unit.
Notwithstanding anything contained in the Provisional allotment/ Allotment letter / Buyer agreement dated
____________, that in the event of the occurrence of a default under the Loan Agreement which would
result in the cancellation of the allotment as a consequence thereof and/ or for any reason whatsoever if the
allotment is cancelled by the Builder, any amount payable to the Borrower on account of such cancellation
shall be directly paid to Bank. However, it is further agreed between the Parties that such payment made by
the Builder directly to Bank shall not absolve the Borrower from his/her liability to pay the residual amount,
if any, from the outstanding under the Loan Agreement.
That the Borrower agrees that he/she unconditionally and irrevocable subrogates his/her right to receive any
amount payable by the Builder to the Borrower in the event of cancellation in favor of Bank and that the
act of payment by the Builder to Bank under this clause shall amount to a valid discharge of the Builder of
its obligation to pay the Borrower such cancellation amount.
Further that the Parties agree that the Builder shall in no circumstances forfeit any amount over and above
the amount equivalent to the Borrowers contribution towards the purchase consideration paid to the Builder.
Borrower's contribution for the purposes of this clause shall mean and include the difference between the
total cost of the residential apartment/ Plot/Commercial Unit and the Loan amount as mentioned above.
[Link] anything contained in Provisional allotment/ Allotment letter / Buyer agreement dated
___, the Builder, in the in the event of default of repayment as mentioned in clause 2 and 3 hereinabove,
shall on intimation by Bank cancel the allotment of the residential apartment/ Plot/ Commercial Unit in
favor of the Borrower and refund all monies to Bank as per Clause 8 above directly under intimation to the
Borrower for appropriation and adjustment by Bank against all monies due to it from the Borrower as
mentioned above.
11. The Builder also confirms and undertakes that it shall submit to Bank all documents with respect to the
residential apartment/Plot/Commercial Unit allotted to the Borrower as requested by Bank and shall keep
Bank informed of the progress of the Project and shall obtain a clearance from Bank before handing over
possession of the respective apartment/Plot/Commercial Unit to the Borrower.
12. The responsibilities of the Builder under this Tripartite Agreement will be extinguished only after
delivering the duly registered Conveyance deed /Sale Deed directly to the Bank and handing over the
possession of the residential flat/ apartment / plot/ Commercial Unit to Borrower and thereafter the validity
of this Tripartite Agreement will come to an end.
Signed and Delivered by the within-named
Borrower
Signed and Delivered by the within-named
Builder By the hand of
Signed and delivered by the within-named
HDFC Bank Limited by the hand of
Mr./Ms._____________________________
Its _________________________________