Annexure
SMALL BUSINESS LOAN (“SBL”)
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:-
2.

the relevant winding-up / judicial management / writ of seizure & sale / Cause Book searches both in High
Courts and Subordinate Courts 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.
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
Title Search
A title search shall be conducted immediately after you have received the Bank’s instructions on the
matter and shall be updated on the day of the credit facility implementation or disbursement.
Other Searches
The following searches shall be conducted:
(a) Borrowers and mortgagors/guarantors/other 3rd party security providers:
defendant cause book search in both the High Court and Subordinate Court for the last 2 years and
bankruptcy search (if an individual) or winding-up and judicial management search (if a corporation);
and
(b) Vendor (except for a licensed developer): bankruptcy search (if an individual)/ winding-up search (if
a corporation)
All searches above shall be conducted immediately after you have received the Bank’s instructions on the
matter and (except for cause book searches) shall be updated on the day of the credit facility implementation or
disbursement.
Legal Requisitions
Unless otherwise instructed by the Bank, you shall promptly send legal requisitions to the following authorities:
(a) Urban Redevelopment Authority;
(b) Land Transport Authority, Survey and Land Department (Rapid Transit System);
(c) Land Transport Authority, Survey and Land Department (Street Works);
(d) Inland Revenue Authority of Singapore;
(e) Building and Construction Authority;
(f) National Environment Agency, Environmental Health Department; and
(g) Public Utilities Board, Sewerage Department
Unless otherwise instructed by the Bank, you shall promptly obtain the following plans from the relevant
authorities:
(a) Land Transport Authority (Road Interpretation Plan); and
(b) National Environment Agency (Drainage Interpretation Plan)
(The drainage interpretation plan is not required if the Mortgaged Property appears in the Schedule to
Government Gazette No. 3553 of 1995. )
If the Mortgaged Property is affected by any scheme or plan, please forward a copy of the plan to the
Bank’s valuer and the valuer’s comments/replies (where applicable) to SBL at least 7 working days
before any disbursement of the credit facility.
Your confirmation that the Mortgaged Property is not affected by compulsory acquisition
Your confirmation that the property is not subjected to Control of Rent Act
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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 confirm that the same will be
paid upon completion OR let us have a confirmation that Payment is through GIRO.
Management Corporation
If the Mortgaged Property is a flat or a strata unit, you shall obtain a certificate from the Management
Corporation certifying whether there are any monies and interest owing to the Management Corporation
in respect of the Mortgaged Property.
Advice On Title
If there is any defect in the title or if the Mortgaged Property is encumbered (and such encumbrance will
not be removed before the registration of the mortgage) or subject to restrictive covenants or if any of the
searches or replies to legal requisitions or interpretation plans are not satisfactory, we will require your
considered opinion and advice whether the Bank should proceed with the mortgage, with or without
variation in the terms of our Letter of Offer, or whether the Bank may abort the financing.
Your Report on Title must be given to the Bank in the Bank’s standard form Report on Title
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)
5.
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.
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.
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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, before the first disbursement, (i) confirmation that the Assignment of Rental/Sale Proceeds
has been duly executed (ii) where applicable, a copy of the requisite Notice of Assignment to the tenant(s)/
purchaser(s) as well as the duly signed Acknowledgement of Notice.
The Bank requires, within 4 weeks after the first disbursement, confirmation that the Assignment of Rental/Sale
Proceeds have been duly stamped and the original Assignment of Rental/Sale Proceeds (which has been duly
stamped) shall be delivered to the Bank.
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
The Bank requires spousal consent(s) from the spouse of any Indonesian, Thai or Myanmese / guarantor /
chargor / mortgagor/ subordinated lender.
13. DOCUMENTATION EXECUTED OVERSEAS
If any document is signed by the mortgagor(s)/borrower(s)/Guarantor(s) outside of Singapore, the execution
must be witnessed by a Notary Public and duly legalized by the Singapore Embassy in the jurisdiction where the
execution took place, with the exception of documents executed and witnessed by a Notary Public in South
Korea or a Commonwealth country;
14. 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)
(2)
(3)
(4)
(5)
(6)
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.
(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.
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.
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.
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.
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 reexamination or litigation.
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(7)
(8)
(9)
The Security Provider and its assets are not subject to any political immunity from legal proceedings or
judgment.
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.
There are no winding up or liquidation proceedings commenced against the Security Provider.
15. 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.
16. 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
(iv)
there are no amendments made to the documents with the use of correction liquid and all
typographical amendments must be duly initialled against by the Borrower / chargor / mortgagor
/ guarantor; and
When forwarding to SBL the engrossed security documentation for execution, the Bank requires:(a)

your written confirmation that
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;
We require at least 7 working days for execution and return of the documents. Please arrange to
collect the executed documents from us thereafter. The Bank will cease to notify law firms on the
collection of the executed documents. All mortgage and security or related documents for execution must be
forwarded to the Bank under cover of the Bank’s standard form Execution of Legal Documents (Mortgage).
(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
(where title has been issued) and any other documents of title;
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;

17. POWER OF ATTORNEY
You are to confirm and highlight to the Bank (where applicable) that the attorney(s) appointed pursuant to
the relevant Power of Attorney is authorised to act on behalf of the mortgagor(s)/ borrower(s)/guarantor(s)/third
party security provider(s) (as the case may be) on the purchase, borrowing or such other transaction to which
the Power of Attorney relates before any disbursement of the credit facility.
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 SBL.
(iii) All documents for execution by the Bank should be addressed and sent to and sent to the respective
officers in charge in SBL
(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
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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 SBL at 105 Cecil Street #14-00 The Octagon Singapore 069534 for
their safekeeping immediately after execution and if necessary, registration.
20.
DISBURSEMENT
SBL 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) as stipulated in the Bank’s
letter of offer and/or otherwise advised by us from time to time prior to disbursement have been fulfilled;
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. SBL 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.
 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;
Guarantors/third party security providers
 SBL ensure that the title to the Mortgaged Property is in order and update searches on completion or prior
to release of funds provided that such searches must not be dated more than 6 months from the date of
release of funds;
 ensure that title and all legal requisitions replies (including Road and Drainage Interpretation Plans) are
satisfactory and in order;
 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.
 ensure that the stamp duty on Option To Purchase/Sale & Purchase Agreement has been paid prior to
release of funds (copy of Certificate of Stamp Duty to be forwarded to Bank prior to disbursement).
Developer of Property Not Governed by the Housing Developers (Control and Licensing) Act (Cap.
130)
Where the developer of the Mortgaged Property is not governed by the Housing Developers (Control and
Licensing) Act (Cap 130), please confirm that the sale and purchase agreement entered or to be entered
into between the developer and the Mortgagor is legally in order from the Bank’s perspective as
mortgagee and does not adversely affect the Bank’s security over the Mortgaged Property in any manner
whatsoever.
Where the credit facility or any part thereof is granted for the borrower’s personal use, the mortgage of the
Mortgaged Property must be registered with the land registry and the borrower’s written instruction for
drawdown must be received by the Bank prior to any release of the credit facility.
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.
All instructions for disbursement must be given to the Bank in the Bank’s standard form Facility
Disbursement.
Collection of Cashier’s Order for Loan Disbursements will be at the following location:
Oversea-Chinese Banking Corporation Limited
Loan Operations – Loan Administration
31 Tampines Avenue 4
#01-01/03 OCBC Tampines Centre Two
Singapore 529680
21. LEGAL COST SUBSIDY
Where legal costs subsidy is payable by the Bank, payment of your legal fees and disbursements will be
made only upon receipt by the Bank of the following documents:
(a) all original title deeds and security documents including the mortgage/mortgage in escrow, and
Deed of Assignment to the Mortgaged Property, Confirmation of Priority Arrangements and Deed/
Instrument of Postponement ; and
(b) original tax invoice addressed to OCBC Bank Ltd.
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22.
SAFEKEEP OF DOCUMENTS
All title deeds for the Mortgaged Property and security documents must be forwarded to SBL for
safekeeping in one batch within 1 month from the date of first disbursement of the credit facility or the
release for the perfection of the mortgage-in-escrow. Please use the Bank’s standard form SafeKeep of
Title Deeds for this purpose.
Perfection of Mortgage
You shall use the Bank’s standard application form ‘Release of Documents’ to request for any release of
the Mortgage-in-escrow and/or any other documents for the perfection of the Bank’s mortgage. The
Mortgage and/or any security related documents must be forwarded to SBL for safekeeping in one
batch within 1 month from the date of final disbursement of the credit facility using the Bank’s standard
form for safekeeping of Title Deeds and security documents
23.
FOR TOP UP OR ADDITIONAL FACILITY GRANTED
Variation, Supplemental or Additional Documentation
Please confirm that the existing security documentation would continue to secure the credit facilities
granted. By way of example, in relation to an existing mortgage, please confirm that it is a first legal all monies
open mortgage such that the credit facilities granted will be duly secured. Otherwise, please advise the Bank if
any variation, supplemental or additional documentation (including any documentation
in respect of the credit facilities or security) is required.
Stamping of Security Documents
Please confirm that all security documents have been duly stamped to the maximum.
24.
REDEMPTION
You shall give notice of redemption in the Bank’s standard form Notice of Redemption/Request for
Revised Redemption Statement.
The Bank will only provide a total of ONE preliminary statement and ONE final redemption statement for
each completion date. Please request for the final redemption statement ONE WEEK before the
proposed redemption date. We will only issue the final redemption statement upon receipt of your written
request. In the event that you require an additional redemption statement other than the two redemption
statements mentioned above OR require the statement earlier, please indicate the reason and provide
the Bank at least 1 week’s advance notice.
Collection of Title Deeds
The collection of Legal Documents, unless otherwise advised, will be at the
following location:
Oversea-Chinese Banking Corporation Limited
Loan Operations – Loan Administration
31 Tampines Avenue 4
#01-01/03 OCBC Tampines Centre Two
Singapore 529680
Revised Statement
Please use the Bank’s standard form Notice of Redemption/Request for Revised Redemption
Statement for any request for revised redemption statement.
Execution of Discharge Documents
You shall ensure that discharge documents are in order for the Bank’s execution. You will be responsible
to ensure that the security is not released until all outstanding on the account has been settled in full. In
the event that the balance outstanding to the Bank is being settled not solely by way of a Cashier’s Order,
our prior written consent must be obtained before the mortgage is discharged.
All discharge documents for execution must be forwarded to the Bank under cover of the Bank’s standard
form Execution of Legal Documents (Redemption).
Redemption monies
The Cashier’s Order for full settlement of the account must be hand-delivered to ,SBL 105 Cecil Street #14-00
The Octagon Singapore 069534 latest by the next working day following the completion date at the following
specified times:• Between 9.00am to 10.00am on weekdays (Mondays to Fridays), including the eve of New Year,the eve of
Chinese New Year and the 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.
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Partial Capital / Lump Sum Repayment, and where applicable, monthly instalment
Please indicate the source of repayment (CPF or Cash, where applicable, its respective proportions) when
submitting the payment to us.
Redemption Aborted
All title and security documents to the Mortgaged Property and any executed discharge document must
be returned to the Bank in the event that the redemption is aborted for any reason.
25.
BANK’S REGISTERED ADDRESS
Please note that with effect from 28 January 2011, the Bank’s registered address has been changed to:
65 Chulia Street
#09-00 OCBC Centre
Singapore 049513
26.
WEBSITE
All standard forms referred to in this Policy are available in the Bank’s Website at http://www.ocbc.com/smebanking/tools_info/SBL_Legal.shtm. Please send all standard letters to SBL in triplicate.
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