6.

Specimen Legal Opinion to be issued by the lawyer of the borrower(s) (and/or of the
guarantor) – Specimen for property loan in euros governed by French law and
granted to a non-resident individual borrower(s)

Comments:

- To reduce the cost for the customer, this specimen form can be used to draw up, in a single document, a
legal opinion for the Borrower and also for joint Borrowers and/or a guarantor, if necessary, provided they
reside in the same country.

- This form is a specimen form that can be adapted to suit the circumstances or the country in question. It
therefore includes items that must be retained, deleted or filled in depending on the circumstances. These
items appear in brackets ([….]). There are comprehensive explanatory notes at the end of the document.

ENGLISH VERSION
(on law firm’s headed notepaper)
For the attention of:
BNP Paribas SA
[Full name and address] (1)
in the capacity of: (2)

[Date]
Re: [Harvey Specter (borrower) Jack Daniel (Guarantoor)]
[Financing Plan; a specimen of a guarantee instrument] (3)
Dear Sirs,
We are acting in our capacity as lawyers practicing under the laws of French [jurisdiction concerned](4) legal
advisers of borrower Harvey Specter, date of birth: January 1, 1980, Paris, France, a citizen national usually
residing at Paris (5) Harvey Specter, date of birth: January 2, 1981, place of birth: Paris, France, a citizen
national usually residing at Paris 1, Paris, France, (hereinafter the “Borrowers”) and, Jack Daniel, date of birth:
January 3, 1983, place of birth: Paris, France, a Citizen national usually residing at Paris 2, Paris, France
(hereinafter the “Guarantor”), in respect of:

a) a loan that may be granted to the Borrower through the Paris branch of BNP Paribas, having its
registered office at South Paris, Eiffel tower street 1 (hereinafter the “Lender” or “BNP Paribas”), for the amount
in principal of 100.000 euros for the purpose of acquiring a property located at Paris 3 St, Paris, France
(hereinafter the “Loan”),

b) the Lender’s obtaining the following sureties as security for the Loan: a guarantee commitment from the
Guarantor for the amount of $TSLA stock equivalent to 115.000 EUR governed by French law (hereinafter the
“Security”).
Before issuing this legal opinion, we examined the following documents:

(i) the original forms of identity and civil status documents of the Borrower [and/or the Guarantor (6)],

(ii) [the original of the instrument confirming the marital regime applicable to the Borrower and/or the
Guarantor (6)],

(iii) the original of a document confirming the usual place of residence of the Borrower [and/or the Guarantor
(6)],

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(iv) any documents confirming the full capacity of the Borrower [and/or the Guarantor (6)],

(v) a copy of the financing proposal issued to the Borrower by BNP Paribas (hereinafter the “Financing
Plan”),

(vi) the specimen standard Guarantee instrument to be obtained by BNP Paribas,

(vii) a specimen signature of the Borrower [and/or the Guarantor] (6) (12),

(viii) any other document we require to issue this legal opinion.

A copy of each of the documents mentioned in points (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) is appended hereto.
We have also examined all the other documents, laws, decrees, regulatory texts and legal questions that we
considered necessary for the purposes of this legal opinion.
We understand from the Bank that the key mandatory provisions of French law governing loans granted to
individuals to finance the purchase of property for residential use are the following:

- sending a loan offer by post to the Borrower and the Guarantor(s);

- the entry into force of the loan agreement on the day the Borrower signs the loan offer;

- the obligation for the Borrower to sign the loan offer during the “cooling-off” period, i.e., between the 10th
and the 30th day following receipt of the loan offer. After this deadline the Borrower will no longer be able to
accept the offer;

- the prohibition on the lender releasing the funds to the Borrower before the Borrower has accepted the
loan offer;

- the terms and conditions of repayment of the loan if it is at a fixed interest rate (scheduled repayment of
principal and interest, as set out in the repayment schedule included in the loan offer) or at a variable rate
(scheduled repayment of principal and interest in accordance with the terms and conditions set forth in the notice
included with the loan offer);

- the possibility for the Borrower of renegotiating the terms and conditions under which the loan was
granted during the term of the loan and of signing a renegotiation amendment, where applicable;

- the possibility for the Borrower of repaying the loan early, subject to payment of an early repayment
penalty calculated in accordance with the law;

- the possibility for the lender of demanding early repayment of the loan in the event of the Borrower’s
default (e.g. failure by the Borrower to pay a sum due according to the loan, failure to perform or maintain
adequate guarantees, etc.).
The mandatory provisions of French law governing mortgage loans granted in France (Articles L.312-1 et seq. of
the French consumer code (Code de la consommation) are appended hereto, in French and English versions.
On the basis of the aforementioned documents and pursuant to the legislation and the regulations currently in
force in [the State(s) concerned] (9), (10) [but also the legislation and the regulations applicable to ….(relevant
constitutio/nal level) (11)], we are of the opinion that:
1 – Personal Status
The Borrower is a French(4) national currently residing in Paris French (7).

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[The Guarantor (6) is a French(4) national currently residing in Paris, French (7).]
Pursuant to French law (4) february 2, 2022, the Borrower is subject to the separate estate (séparation de biens)
marital regime
Pursuant French law (4) february 2, 2022, the Guarantor is subject to the separate estate (séparation de biens)
marital regime
There are no mandatory provisions, including public policy rules, of french. law (4) that annul the effects of this
marital regime such that the Borrower [and/or the Guarantor (6)] may commit to the Loan [and/or the terms of the
Guarantee] individually, or: Pursuant to this marital regime, the Borrower [and/or the Guarantor (6)] is/are
obliged to obtain the consent of their spouse before signing the Loan [and the Security] [and/or the Guarantee]
(8),
2 - Capacity
The Borrower has the full capacity and powers to obtain a loan from BNP Paribas, the key features of which are
set out in the Financing Plan, in order to purchase a property in France; to put up security as a guarantee of his
obligations and to perform the rights and obligations resulting for him therefrom.
[The Guarantor has the full capacity to guarantee the Borrower’s obligations in respect of the Loan under the
terms of the Guarantee and to perform the obligations resulting for him therefrom(6).]
In particular, the Borrower [and/or the Guarantor (6)] is/are not subject to any incapacity or assistance measure
in [State concerned](9).
3 – External authorisations
All the administrative and regulatory authorisations that may need to be obtained from the competent authorities,
and in particular in connection with the regulations governing financial dealings overseas, for the Borrower to
obtain a loan in euro from BNP Paribas in France, [to put up security subject to French law,] and to perform the
rights and obligations that result (or may result) therefrom have been obtained and are fully valid.
In particular, the Borrower is entitled to transfer any sum in any currency from any country and in particular from
…… [State(s) concerned] (9) to France, and vice-versa.
[All the administrative and regulatory authorisations that may need to be obtained from the competent
authorities, and in particular in connection with the regulations governing financial dealings overseas, for the
Guarantor to guarantee the Borrower’s obligations by way of a Guarantee, to sign the Guarantee instrument and
to perform the rights and obligations that result (or may result) therefrom have been obtained and are fully
valid(6).]
4 – Enforceable obligations/Miscellaneous formalities
Provided each of the obligations undertaken by the Borrower [and/or the Guarantor (6)] in connection with the
Loan constitute valid obligations that can be enforced against the Borrower [and/or the Guarantor (6)], both in
form and in substance under French law, the obligations undertaken by the Borrower [and/or the Guarantor (6)]
in connection with the Loan shall be recognised as constituting valid obligations that can be enforced against the
Borrower [and/or the Guarantor (6)], both in form and in substance, and may be referred to the courts in France
for enforcement (9).
The legality, validity and enforceability of the Loan [and the Security] [and/or the Guarantee] shall not be subject
to any particular registration, notification or advertising requirements (and no other formalities are required) in
France (9). or : All the formalities necessary for the legality, validity and enforceability of the Loan [and the
Security] [and/or the Guarantee] as required in France (9), i.e. [list of formalities required] have been satisfied
and no other formalities are necessary.
The Borrower [and/or the Guarantor(6)] can validly commit his/their personal property and assets under French
law [jurisdiction(s) concerned (4)] by the Loan [and the Security] by the signature of the Loan [and/or the
Guarantee].
BNP Paribas can validly grant a loan to the Borrower [and/or obtain the Guarantee] and shall not under any
circumstances be regarded as being resident or carrying out an activity or liable for taxes in France (9) because
of the Loan, the Security [and/or the Guarantee] and/or their performance.

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5 – Absence of conflict
The performance by the Borrower [and/or the Guarantor (6)] of the rights and obligations resulting from the Loan
[and the Security] [and/or the signature of the Guarantee] does not contravene any legislative, regulatory or other
provision applicable to the Borrower [and/or the Guarantor (6)].
6 – Preferential right
Under French law, the Lender, as beneficiary of the Security and subject to its being properly obtained, shall
have a first ranking preferential right over all the property and rights included in the basis of this Security,
enforceable against all other current and future creditors, ensuring that the Bank will be paid preferentially and
with priority, without exception or risk of cancellation or opposition in any form whatsoever.
In the event that the Security is enforced, these rights shall be recognised as valid and enforceable in law action
(9) against all the Borrower’s current and future creditors, without exception or risk of cancellation or opposition
in any form whatsoever and without the need for further formalities.
7 – Choice of law
French law may be validly chosen as the applicable law governing the rights and obligations of the Borrower
[and/or the Guarantor (6)] that result from the Loan [and/or the Guarantee]. This choice shall be recognised by
the courts of French] (9) and applied by them in any proceedings relating to the Loan, [and the Security][and/or
the Guarantee] and the obligations that result therefrom.
8 – Absence of immunity
The Borrower [and/or the Guarantor (6)] is/are subject to the rules of civil law. Neither the Borrower [nor the
Guarantor (6)] nor any of his/their property or assets shall benefit from legal immunity and/or immunity from
enforcement of any kind.
9 - Taxes
No royalties, duties, taxes, penalties or charges that may arise from the Draft Agreement, or any other document
related to the signature or performance thereof shall be payable by the Lender or the Borrower [and/or the
Guarantor (6)] by deduction at source, registration with the courts or otherwise in France
10 – Absence of insolvency or similar proceedings
There are no current or pending proceedings in hand to set a date for cessation de paiements (French voluntary
pre-insolvency procedure) or the commencement of personal insolvency proceedings against the Borrower
[and/or the Guarantor], or the appointment of an ad hoc representative or mediator, or any similar procedure, or
any other procedure likely to affect the financial capacity or wealth of the Borrower [and/or the Guarantor].
11 – Certification (12)
The signature(s) on the documents is appended hereto is/are authentic.
12 - Miscellaneous
This legal opinion is based exclusively on the law of Frencch[jurisdiction(s) concerned] (9) on the date hereof
and is intended for BNP Paribas and all of its heirs or successors [and advisers](13).
Signature

The lawyer issuing the certificate must also initial each page of the legal certificate
and the appended documents.

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 REFERENCES

(1) State the name and address of the Branch concerned.

(2) State the capacity in which the Bank is acting (e.g. as beneficiary of the Pledged
Assets, agent acting both on its own account and for other banks financing the
transaction in question).

(3) Give the French names of the documents for which a legal opinion is being
requested apart from the whole operation of financing.

(4) Indicate the law of the State in which the Borrower and/or the Guarantor are
normally resident (e.g., English law, German law etc.).

(5) Clause to be inserted if the spouse are joint borrowers.

(6) Clause to be inserted if the spouse of the Borrower or a third party is guarantor to
the loan instrument.

(7) Give the exact full address (including region and country) of the usual place of
residence.

(8) Clause to be inserted if the Loan is to be granted to a Borrower who is married.

(9) Give the name of the State concerned (e.g. United Kingdom, Republic of Italy).

(10) Clause to be inserted if there is a constitutional level superior to the States referred
to in reference no. 10 (federation or confederation).

(11) Insert “federal” or “confederal”, if appropriate.

(12) Wording to be included if signatures are checked and certified by the lawyer. It is not
necessary to authenticate the signature of the borrower if the Bank already holds a
specimen signature of this client. However, it is required for a guarantor that is not a
client of the Bank.

(13) If necessary the Bank’s own advisers may become involved, especially for
syndicated operations, and must be able to base their own legal opinion on this, the
legal opinion of the Borrower’s lawyer.

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