[on the Bank’s letterhead]

Date: [ ] Our ref: [ ]

[Solicitor’s name & firm] [Solicitor’s address]

Dear Sirs

Letter of Offer : [insert] Borrower(s) : [insert] Mortgagor(s) : [insert] Property : [insert]

The Bank has agreed to grant credit facilities to the Borrower.

Please act for the Bank in this matter and the legal documentation required in connection with this matter.

We enclose for your information a copy of: (i) Letter of Offer dated [insert date] together with the Bank’s Standard Terms and Conditions Governing Banking Facilities (Letter of Offer); and (ii) Board and Shareholders’ resolutions (where applicable) passed by the Borrower.

Please adhere strictly to the Bank’s Instructions To Outside Counsel (Annexure) from our Small Business Lending Processing Department attached hereto. The Bank would require, inter alia, your advice on any further action to be taken or noted to ensure both the Bank’s compliance with all applicable laws and the safeguard of the Bank’s rights and interests in all respects at all times.

Please refer to the Bank’s website at http://www.ocbc.com/sme- banking/tools_info/Toi_Forms_Overview_legal.shtm for the Bank’s template(s) for your guidance/use. Your adaptation of these template(s) are required whether by way of amendment or revision or otherwise, if it is your opinion that such adaptation is necessary to protect the Bank’s rights and interests and in that case please let us know your proposed changes and the consequence of such changes. We will not review draft mortgages or other legal documents. It is entirely your responsibility to ensure that (a) the correct documents are used to reflect the documentation requirements of this matter; and (b) the documents are accurate and in order in all respects when the same are forwarded to the Bank for execution.

It is solely your responsibility to examine the title, title deeds, legal requisitions and all relevant searches to ensure that the same are in order and that the security(ies) to be obtained, is good and fully enforceable by the Bank prior to your advice/instruction for disbursement/activation of the credit facilities or any part thereof. Upon receipt of such advice/ instructions from you, the Bank shall proceed with the disbursement/activation of the credit facilities or any part thereof in full reliance and understanding that the aforesaid duties have already been discharged by you, prior to such advice/instructions for disbursement/activation.

Unless otherwise expressly stated in the Letter of Offer, all costs and expenses incurred in connection with this matter, including all disbursements, shall be borne by the Borrower. OCBC Legal / Jul 2009 1 For EMB and Community Banking Yours faithfully For OVERSEA-CHINESE BANKING CORPORATION LIMITED

______Lim Yuan Yuan Small Business Lending Processing

Note: For all future correspondences, please contact: Lim Yuan Yuan (Ms) or Janet Lim (Ms) Small Business Lending Processing Tel: 6422 8048 / 6422 8046 Fax: 6372 1576

Addresses: 105 Cecil Street #15-00 The Octagon Singapore 069534

OCBC Legal / Jul 2009 2 For EMB and Community Banking Annexure SMALL BUSINESS LENDING PROCESSING DEPARTMENT (“SBLP”) INSTRUCTIONS TO OUTSIDE COUNSEL ______

1. SEARCHES ON BORROWER / CHARGOR /MORTGAGOR / GUARANTOR / VENDOR (WHERE MORTGAGED PROPERTY (IF HDB PROPERTY) IS NOT PURCHASED DIRECTLY FROM THE HOUSING AND DEVELOPMENT BOARD)

The Bank requires:-

. the relevant winding-up / judicial management / writ of seizure & sale / bankruptcy searches to be conducted. For judicial management and writ of seizure & sale searches, the Bank requires these to be conducted for the last two years in the relevant courts;

. your investigation and confirmation whether there is any negative pledge(s) given by the chargor/mortgagor. If there is a negative pledge(s), the requisite consent(s) and waiver(s) must be obtained. If there is no negative pledge(s), the Bank requires the chargor’s/mortgagor’s confirmation that the chargor/mortgagor has not given any negative pledge(s) in respect of any of the chargor’s/mortgagor’s assets which are to be pledged to the Bank.

2. LODGEMENT OF BANK’S CAVEAT

A caveat against the property to be mortgaged to the Bank (Mortgaged Property) must be filed on the Bank’s behalf immediately upon receipt of our letter of instructions (if the mortgage is not already lodged). The registration particulars thereof are to be advised to the Bank forthwith. You are required to renew the said caveat prior to expiry of the same unless the mortgage has been duly registered.

3. TITLE SEARCHES, LEGAL REQUISITIONS, ROAD & DRAINAGE PLANS

(i) Our forms for Report on Title, Completion Checklist and Completion Report are enclosed for your use. Please forward the original duly completed Report on Title and Completion Checklist to SBLP. The Completion Report is to be forwarded upon the registration of the Bank’s security.

(ii) The Bank requires:-

 the usual title searches on the Mortgaged Property to be conducted. If there is any defect in title or encumbrance (eg. writ of seizure & sale) or restrictive covenants affecting the Mortgaged Property, the Bank would require your considered opinion and advice whether to proceed further with the matter in the Report on Title.

. legal requisitions to the various government departments to be issued, including applications for road and drainage interpretation plans. The drainage interpretation plan is not required if the Mortgaged Property appears in the Schedule to Government Gazette No. 3553 of 1995. The Bank does not require copies of the legal requisition replies. If the reply to any legal requisition or interpretation plan is not in order, please direct the unsatisfactory replies with your advice to SBLP, 105 Cecil Street #15-00 The Octagon Singapore 069534 at least 7 days before any disbursement of the loan or part thereof;

. you to deliver copies of the Road and Drainage Interpretation Plans to our valuers directly in the event that the Mortgaged Property is affected by any schemes; and

. your confirmation that the Mortgaged Property is not affected by compulsory acquisition.

(iii) In particular, please note:

 The requisite information or report on structure or structural stability pursuant to Section 28 of the Building Control Act must be obtained if Form BC4 indicates that Orders have been served under Sections 13, 23 or 24 of the Building Control Act or that the Mortgaged Property is still under investigation.

 If the reply from IRAS shows that there is any outstanding property tax, please forward a copy thereof to us and EITHER confirm that the same will be paid upon completion OR let us have a copy of the Schedule of Payment through GIRO.

Please note that legal requisitions are not required for HDB shop units mortgaged to the Bank.

4. REQUISITE PRIOR CONSENTS

(i) THE RESIDENTIAL PROPERTY ACT (CAP. 274)

Where the Mortgaged Property is a “residential property” within the meaning of the Residential Property Act (Cap. 274), requisite approval from the relevant authority must be obtained and furnished to the Bank for the purchase / retention of the Mortgaged Property.

(ii) GOVERNMENT DEPARTMENTS / STATUTORY BOARDS Requisite consents to mortgage the Mortgaged Property must be obtained and furnished to the Bank where the lessor is the Housing & Development Board, Jurong Town Corporation, Urban Redevelopment Authority or any other relevant party. OCBC Legal / Jul 2009 3 For EMB and Community Banking 5. DIRECTORS’ RESOLUTIONS

The Bank requires Directors’ resolution for Borrower / chargor / mortgagor /assignor/ guarantor/ subordinated lender (where applicable) to be obtained, where necessary.

6. SHAREHOLDERS’ RESOLUTIONS

The Bank requires the chargor’s / mortgagor’s confirmation that the deposits / security / property to be charged / mortgaged to the Bank is not the whole or substantially the whole of the chargor’s / mortgagor’s assets. Without such a confirmation, the Bank requires evidence of the shareholders’ resolutions authorising the creation of the relevant charge / mortgage.

Further (where applicable), where the security provider is not the Borrower and the issue of corporate benefit is not apparent, shareholders’ resolutions are required to be obtained.

Please verify that the shareholders’ resolutions (form and content) have been passed appropriately.

7. CPF UTILISATION (where applicable)

Where CPF funds will be used, please note that the Bank shall have the first charge over the Mortgaged Property. You are required to let us have a copy of the CPF Board’s Letter of Approval at least 7 days before the first disbursement and also to ensure that you have given sufficient notice to CPF Board for CPF monies to be released for the servicing of the monthly instalments. Please highlight to us if the amounts or purposes of withdrawal as approved by the CPF Board are inconsistent with those approved by us in our Letter of Offer immediately upon your receipt of the CPF Board’s letter.

For Refinancing cases, please let us have a copy of the CPF Board’s Letter of Consent and either one of the following documents at least 7 days before the first disbursement: -  the latest CPF Withdrawal Statement; or  your written confirmation as to the latest update on the CPF amount withdrawn thus far. The word “latest” in the above context shall mean a date which is not earlier than 1 month from the proposed disbursement date. Please also let us have a copy of the updated Redemption Statement. You are to ensure that, where applicable, the loan amount disbursed by us will be accorded the usual CPF ranking.

DIFFERENCE BETWEEN PURCHASE PRICE AND THE LOAN If the Loan or part thereof is to be used to finance the purchase of the Mortgaged Property, please ensure that the difference between the purchase price and the Loan is actually paid or will be paid by the Borrower / Mortgagor on or before our first disbursement. SBLP is entitled to regard your written instruction/ advice to disburse the Loan or part thereof as your confirmation that this condition has been fulfilled to your satisfaction for purposes of disbursing the Loan or part thereof.

8. GUARANTEE

Where applicable, we have enclosed our standard Deed of Guarantee and Indemnity to be duly executed by the guarantor(s) for your necessary action. A personal guarantor’s execution of the Deed of Guarantee & Indemnity must be witnessed by a solicitor. The company registration/NRIC particulars of the guarantor(s) must be set out.

9. ASSIGNMENT OF RENTAL / SALE PROCEEDS

The Bank requires a copy of the requisite Notice of Assignment to the tenant(s)/ purchaser(s) as well as the duly signed Acknowledgement of Notice, where applicable.

10. DEED OF SUBORDINATION

The document must be complete and dated.

11. SECURITY DOCUMENTATION FOR :

(i) FIXED DEPOSIT (a) Charge Of Cash Security Agreement (First Party) / (b) Charge Of Cash Security Agreement (Third Party) / (c) Letter Of Set-Off (First Party) / (d) Letter Of Set-Off & Guarantee (Third Party)

Please ensure that the particulars of the Borrower / chargor / depositor are accurately set out. The document(s) must be complete and dated.

(ii) SECURITIES (a) Memorandum Of Charge / Assignment (First Party) / (b) Memorandum Of Charge / Assignment (Third Party)

Please ensure that the particulars of the Borrower / chargor / depositor are accurately set out. The document(s) must be complete and dated.

12. SPOUSAL CONSENT

OCBC Legal / Jul 2009 4 For EMB and Community Banking The Bank requires spousal consent(s) from the spouse of any Indonesian, Thai or Myanmese / guarantor / chargor / mortgagor/ subordinated lender.

13. FACILITY AGREEMENT / TERM LOAN AGREEMENT (WHERE REQUIRED)

The relevant commercial terms and conditions must be incorporated into the Facility Agreement / Term Loan Agreement. Please ensure consistency and accuracy of the terms used.

14. DOCUMENTATION EXECUTED OVERSEAS

Where any documentation is to be executed overseas, the Bank requires that the documentation be notarised and legalised.

15. LEGAL OPINION (IF REQUIRED)

A legal opinion on the validity and enforceability of any loan or security document under foreign laws is required if such loan or security document is executed by a foreign party. In this regard, the minimum legal opinions we require that you obtain are stated below. It is entirely your responsibility to ensure that any foreign legal opinion obtained contains any further opinions and/or recommends any further action to be taken or noted to ensure the compliance by the Bank with all applicable laws and to safeguard the rights and interests of the Bank in all respects.

(1) Whether the Security Provider has the capacity and power to execute the Security Document and (if a corporation) validly exists under the laws of its country. (2) (Where the Security Provider is a corporation) whether its directors resolutions have been duly certified by their director/secretary in accordance with its constitution and bye-laws. (3) Whether the Security Provider is required to obtain any authorisation, exemption of licence from or to file any registration with any authority in its country or make any payment of stamp duty in connection with the Security Document. (4) Whether the execution of the Security Document will contravene any applicable laws or regulations of its country or (if a corporation) under its constitution and bye-laws. (5) The choice of Singapore law which governs the duties and obligations of the Security Provider under the Security Document is valid under the laws of its country and would be given effect by the courts of its country. (6) The submission of the Security Provider to the laws and jurisdiction of Singapore courts is valid and binding on the Security Provider under the laws of its country and any judgement obtained against the Security Provider in the courts of Singapore will be recognised and enforced by the courts of its country without re- examination or litigation. (7) The Security Provider and its assets are not subject to any political immunity from legal proceedings or judgment. (8) The Bank is not required to carry on business or be licensed in the country of the Security Provider for the Bank to enforce its rights under the Security Document. (9) There are no winding up or liquidation proceedings commenced against the Security Provider.

16. MULTIPLE REPRESENTATION

Where you have been retained or have accepted instructions to act for more than one party to a transaction where a diversity of interests exists between the parties, it is your responsibility to determine how you are best able to discharge your duties including to disclose the multiple representation and all material facts relating to the parties and to the transaction. We require your confirmation (in the form as set out in our Report On Title) that you have advised each of the party providing security and/or support for this transaction about the nature, effect and consequences of the transaction including that the Bank is fully entitled to enforce its legal rights in accordance with the terms and conditions of the security furnished.

17. EXECUTION OF SECURITY DOCUMENTATION

Please ensure that (i) ALL documents are executed by the Borrower / chargor / mortgagor / guarantor before a solicitor; (ii) the parties are properly identified; (iii) the relevant seal(s) are affixed in respect of the parties’ execution thereof; and

When forwarding to SBLP the engrossed security documentation for execution, the Bank requires:-

(a) your written confirmation that

. the relevant searches are in order; . the title and title deeds are in order; . all the security documentation are complete, accurate, in order and commercially reflect the full terms and documentation requirements of the account with respect to the Bank’s proposed disbursement / activation of the credit facilities;

(b) documents with regard to the Borrower / chargor / mortgagor / guarantor

. directors’ resolutions / shareholders’ resolutions (where applicable); . Certificate(s) of Incorporation; . Memorandum and Articles of Association; . Accounting & Corporate Regulatory Authority’s search papers; . duly executed spousal consent(s) (where applicable);  copies of the Sale and Purchase Agreement / Option to Purchase (in escrow matters), the Certificate of Title OCBC Legal / Jul 2009 5 For EMB and Community Banking (where title has been issued) and any other documents of title;  copies of the initial bankruptcy, winding-up and judicial management searches on the relevant parties;  where the mortgage is an all monies open mortgage and the Mortgagor and the Borrower is not the same party, copy of the executed Third Party Letter of Consent;

Please allow at least 7 working days for us to execute the engrossed documents and return the same to you for your further action.

18. NOTICE OF CHARGE WITH ACCOUNTING & CORPORATE REGULATORY AUTHORITY (ACRA)

Please ensure that these are filed in respect of the relevant charge(s) / mortgage/ assignment / Subordination within the stipulated time-frame and send a copy of ACRA’s email confirmation that the charge has been filed to the Bank forthwith for record.

19. COMMUNICATION

(i) All correspondence by you on any proposed changes to template(s), conditions precedent for proposed disbursement / activation of the credit facilities and completion should be addressed and sent to the respective officers in charge in SBLP.

(iii) All documents for execution by the Bank should be addressed and sent to and sent to the respective officers in charge in SBLP

(iv) As far as possible, you are to use the Bank’s templates. Where it is not commercially possible to use the Bank’s templates, you are to draft the relevant document.

(v) Where the Bank’s templates are used, you are required to provide a written summary of changes you have made to the Bank’s templates which may have an adverse effect on the Bank’s interests or which deviate from the Bank's requirements or conditions in the Facility Letter. This summary shall be sent together with the engrossed document for execution.

(vi) Please send all original security documents and title deeds collectively, instead of on a piecemeal basis, for better coordination and records, to the SBLP at 105 Cecil Street #15-00 The Octagon Singapore 069534 for their safekeeping immediately after execution and if necessary, registration.

20. DISBURSEMENT

SBLP requires at least 7 working days for each disbursement / drawdown of the Loan or part thereof.

Prior to the disbursement / implementation of the Loan or part thereof, you shall: -  ensure that it is in order to disburse or implement the Loan or part thereof;  ensure that the amount requested for disbursement is correct, and where applicable, such amount will be used in accordance with the respective purposes specified in our Letter of Offer (in the case of purchase, such amount shall be paid directly to the vendor on completion or progressively against the relevant architect’s certificates, as the case may be, and if the Mortgaged Property is subject to an existing mortgage which mortgage shall be discharged on completion, such amount shall be paid directly to the existing mortgagee);  ensure that all pre-conditions to disbursement (whether general or specific) have been fulfilled;  confirm the exact amount required to redeem an existing mortgage (redemption figure as at the completion date good after banking hours) at least one day before the completion date in the case of Refinancing;  ensure that the disbursement of the Loan is in accordance with the schedule of payment in the Sale and Purchase Agreement;  ensure that all security documents have been duly executed by the Borrowers / Mortgagors;  ensure that the Completion Checklist is duly completed and forwarded to SBLP, and that title to the Mortgaged Property is in order and update searches on completion or prior to release of funds;  ensure that the replies from Bankruptcy / Winding Up / Judicial Management / Writ of Seizure & Sale Cause Book searches in both High Courts and Subordinate Courts are satisfactory or otherwise undertake to update/ conduct such searches prior to your release of the funds.

Please note that upon the receipt of your advice/ instructions for disbursement / implementation of the Loan or part thereof, we will forthwith proceed with the disbursement / implementation of the Loan or part thereof in full reliance of your professional advice/ instructions and on the understanding that the aforesaid duties shall have already been discharged by you prior to such advice/ instructions for disbursement/ implementation.

21. REDEMPTION

You are to ensure that discharge documents (incorporating a reservation clause, where applicable) are in order prior to sending the same for execution by our Attorney. You will be responsible to ensure that the security is not released until all outstanding on the account has been settled in full. The Cashier’s Order for full settlement of the account must be hand-delivered to SBLP on the completion date at the following specified times:- - between 9.00am to 12.00pm on weekdays (Mondays to Fridays); and - between 9.00am to 10.30am on the eve of New Year, eve of Chinese New Year and eve of Christmas. Cashier’s Order received after the above specified times shall be deemed to be received on the next working day whereupon interest shall accrue accordingly.

Partial Capital / Lump Sum Repayment, and where applicable, monthly instalment

OCBC Legal / Jul 2009 6 For EMB and Community Banking Please indicate the source of repayment (CPF or Cash, where applicable, its respective proportions) when submitting the payment to us.

22. CHANGE OF BANK’S REGISTERED ADDRESS

Please note that the Bank’s registered address has been changed to:

65 Chulia Street #26-00 OCBC Centre Singapore 049513

OCBC Legal / Jul 2009 7 For EMB and Community Banking OUR REF. : YOUR REF. : DATE : TO: OVERSEA-CHINESE BANKING CORPORATION LIMITED

REPORT ON TITLE ON : ______

Identification

Name of Borrower(s) & NRIC/Passport Nos. : ______

______

Name of Mortgagor(s) & NRIC/Passport No. : ______

______

Name of Guarantor(s) & NRIC/Passport No. : ______

______

Type of Mortgage

State whether this is a Legal, Equitable, Further or Collateral Mortgage : ______

Completion Date/Date of Disbursement : ______

Particulars of Mortgage

1. Lot No : _____ Mukim No.: Management Strata Title No.: ______

2. Tenancy Indicator: ______(1=Joint Tenancy 2=Tenancy In Common N= N.A.)

3. Tenure (if Leasehold, please indicate commencement date) : ______

4. Area of Land : ______

Built-In Floor Area : ______

5. Whether Property is subject to Control of Rent Act : ______

6. Whether Property is affected by any acquisition proposal : ______

7. Whether subsidiary strata title/certificate of title has been issued : ______

If YES, state Volume No.: ______Folio No.: ______

If NO, state legal completion date : ______

8. Whether there are prior mortgages and other encumbrances affecting the Property: ______

If YES, whether the interests of the Bank are affected : ______

If a restriction/caution exists, whether the interests of the Bank are affected : ______

9. Whether consent from the developer’s mortgagee to release the Property from paramount mortgage obtained is required (if applicable) and the terms of release (please annex letter of consent):

______

10. Whether Temporary Occupation Permit or Certificate of Statutory Completion has been issued OCBC Legal / Jul 2009 8 For EMB and Community Banking ______11. Whether any transfer has been made in the past either by an executor/administrator of a Muslim estate or pursuant to a Muslim will : ______

If YES, please confirm if the transfer was valid : ______

12. Whether consent to create mortgage from JTC, URA, HDB, etc., (if applicable) has been obtained and the terms of consent (please annex copy of letter of consent) :

______

13. Whether CPF Letter of Consent (if applicable) has been obtained (please annex copy of letter of consent):

______

14. Whether consent from the Land Dealings Unit (Comptroller of Residential Properties) has been obtained for companies purchasing residential properties (please annex copy of letter of consent):

______

15. Whether consent from the third-party mortgagor (if applicable) has been obtained (please annex copy of letter of consent) :

______

16. Where the mortgagor or guarantor is a Indonesian/Thai/Myanmese citizen, whether spousal consent has been obtained (please annex copy of letter of spousal consent) :

______

17. Where financing is required for purchase, please :

(a) state date of purchase and purchase price : ______

(b) state amount paid by purchaser to-date (please annex copies of receipts, sale & purchase agreement and/or the Option to Purchase)

______

(c) state difference between purchase price and loan amount paid : ______

(d) state amount to be earmarked to complete purchase : ______

18. Outgoings relating to Property :

(a) state property tax paid to-date : ______

(b) state maintenance fees paid to-date : ______

19. Results of Legal Requisitions:

(a) Public Works Department : ______

(b) MRTC : ______

(c) Sewerage Department : ______

(d) Property Tax Department : ______

(e) Environmental Health : ______

(f) Building Control Division : ______

(g) Chief Planner : ______

(h) Drainage Interpretation Plan : ______

OCBC Legal / Jul 2009 9 For EMB and Community Banking (i) Road Interpretation Plan : ______

(j) Maintenance Corporation (if applicable) : ______

20. Winding-Up/Judicial Management/Bankruptcy Searches on:-

(a) Borrower(s) : ______

(b) Mortgagor(s) : ______

(c) Guarantor(s) : ______

21. Writ of Seizure and Sale Searches (2 years in High Court and subordinate courts) on:-

(a) Borrower(s) : ______

(b) Mortgagor(s) : ______

(c) Guarantor(s) : ______

22. Whether any negative pledges have been created : ______

If YES, whether requisite consent have been obtained (please annex copy of letter of consent)

______

23. If the mortgagor is a company, whether any prior debentures had been created : ______

If YES, whether the interests of the Bank are affected : ______

24. If the borrower is a company, whether it has borrowing powers under its M&A (please annex certified true copy of the M&A) : ______

25. Whether appropriate shareholders and directors resolutions have been passed, and the contents thereof in order (please annex certified extracts of these resolutions):

______

SOLICITORS CONFIRMATION

WE MAKE THE FOLLOWING DECLARATION AND CONFIRMATION:-

A. WE HAVE EXAMINED THE TITLE & TITLE DEEDS AND WE CERTIFY THAT THEY ARE IN ORDER AND THE TITLE IS VESTED IN THE MORTGAGORS / OR WILL BE VESTED IN THE MORTGAGORS UPON REGISTRATION, AND IS GOOD, CLEAR AND FREE FROM ALL ENCUMBRANCE APART FROM THOSE SET OUT IN PARAGRAPH 8 (ABOVE) AND THAT THE BANK CAN PROCEED TO DISBURSE THE LOAN / ADVANCE THE FACILITY.

B. We act for more than one party to this transaction. We understand that a diversity of interests exists between the Borrower(s), the Bank and the surety/ies providing security and/or support for this transaction. Accordingly, we confirm that we:-

1. have explained to [insert name(s)] (the “Security Provider”) the nature of the transaction and the terms of the [insert name of security documents] (the “Security Documents”);

2. have informed the Security Provider of the seriousness of the risks involved in the transaction including that the Bank is fully entitled to enforce its legal rights in accordance with the terms of the Security;

3. have informed the Security Provider that he/she has a choice whether or not to proceed with the transaction and to provide the Security Documents to the Bank.

We understand that the Bank will proceed with the disbursement/activation of the credit facilities or any part thereof in full reliance and understanding that the aforesaid have been properly undertaken by us.

OCBC Legal / Jul 2009 10 For EMB and Community Banking

SIGNATURE NAME OF SOLICITOR: LAW FIRM:

OCBC Legal / Jul 2009 11 For EMB and Community Banking