Common use of Recognition of Bail-In Clause in Contracts

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial and the [Calculation Agent]1, the Calculation Agent acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity. (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial to the Calculation Agent under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basis; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial or another person, and the issue to or conferral on the Calculation Agent of such shares securities or obligations; (iii) the cancellation of the BRRD Liability; and/or (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result of the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement First Supplemental Indenture or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar and the [Calculation Agent]1Company or any Holder, the Calculation Agent Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Agreement First Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar to the Calculation Agent Company or to any Holder under this AgreementFirst Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Calculation Agent Company or on any Holder of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementFirst Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, Authority in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result respect of the exercise of the Bail-Senior Non Preferred Debt Securities Registrar. Solely as used in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10Section 4.08:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement or in any other agreements, arrangements, arrangements or understanding understandings between Crédit Industriel et Commercial the Issuer and the [Calculation Agent]1Paying Agents, the Calculation Agent Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-Bail- in Powers by the Relevant Resolution Authority Authority, and acknowledgesacknowledge, accepts accept, consent, and agrees agree to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial any Paying Agent to the Calculation Agent Issuer under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial any Paying Agent or another person, and the issue to or conferral on the Calculation Agent Issuer of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/orand‌ (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, in part or in full, . For the purposes of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result of the exercise of the this Clause 33 only: Bail-in Power Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; BRRD Liability means a liability in respect of which the relevant Bail-In Powers in the applicable Bail-in Legislation may be exercised; EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/pages.aspx?p=499; and Relevant Resolution Authority with respect means the resolution authority entitled to Crédit Industriel et Commercial, nor exercise or to participate in the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent Powers in relation to any remedies (including equitable remedies), which are hereby expressly waivedPaying Agent. 10.3 For the purposes of this clause 10:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement Second Supplemental Indenture or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar and the [Calculation Agent]1Company or any Holder, the Calculation Agent Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Agreement Second Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar to the Calculation Agent Company or to any Holder under this AgreementSecond Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Calculation Agent Company or on any Holder of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementSecond Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, Authority in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result respect of the exercise of the Bail-Senior Non Preferred Debt Securities Registrar. Solely as used in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10Section 4.08:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement Fifth Supplemental Indenture or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar and the [Calculation Agent]1Company or any Holder, the Calculation Agent Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Agreement Fifth Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar to the Calculation Agent Company or to any Holder under this AgreementFifth Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Calculation Agent Company or on any Holder of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementFifth Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, Authority in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result respect of the exercise of the Bail-Senior Non Preferred Debt Securities Registrar. Solely as used in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10Section 4.08:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement the Perpetual Capital Securities or any other agreements, arrangements, or understanding understandings between Crédit Industriel et Commercial the Society and the [Calculation Agent]1any Securityholder (or any person holding any interest in any Perpetual Capital Security), the Calculation Agent by its acquisition of any Perpetual Capital Security (or any interest therein), each Securityholder, and each holder of a beneficial interest in any Perpetual Capital Security, acknowledges and accepts that a BRRD Liability the Amounts Due arising under this Agreement the Perpetual Capital Securities may be subject to the exercise of the Bail-in Powers Power by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, consents and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers Power by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial to the Calculation Agent under this AgreementAuthority, that (without limitation) may include and result in (without limitation) any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisAmounts Due; (ii) the conversion of all, or a portion, of the BRRD Liability Amounts Due on the Perpetual Capital Securities into shares, deferred shares (including core capital deferred shares), other securities or other obligations of Crédit Industriel et Commercial the Society or another person, person (and the issue to or conferral on the Calculation Agent Securityholder of such shares, deferred shares (including core capital deferred shares), securities or obligations), including by means of an amendment, modification or variation of the terms of the Perpetual Capital Securities; (iii) the cancellation of the BRRD LiabilityPerpetual Capital Securities; and/orand (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity term of the Perpetual Capital Securities or amendment of the dates amount of interest payable on the Perpetual Capital Securities and/or the date on which any payments are dueinterest becomes payable, including by suspending payment for a temporary period; and (b) the variation of the terms of this Agreementthe Perpetual Capital Securities, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result of the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waivedAuthority. 10.3 For the purposes of this clause 10:

Recognition of Bail-In. 10.1 26.1 Notwithstanding and to the exclusion of any other term of this Agreement or and/or any other agreements, arrangements, or understanding understandings between Crédit Industriel et Commercial and the [Calculation Agent]1Issuer, the Calculation Agent Guarantor and each BRRD Party, each of the parties to this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts accepts, consents and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the any Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial any BRRD Party to each of the Calculation Agent Issuer and the Guarantor under this Agreement, Agreement that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial any BRRD Party or another person, person (and the issue to or conferral on the Calculation Agent Issuer and/or the Guarantor in respect of such shares BRRD Liability, of such shares, securities or obligations); (iii) the cancellation of the any BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the any Relevant Resolution Authority. 10.2 Neither a reduction, in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result of the exercise of the 26.2 In this clause 26: EU Bail-in Power Legislation Schedule means the document described as such, then in effect, and published by the Relevant Resolution Authority with respect Loan Market Association (or any successor person) from time to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10:time at xxxxx://xxx.xxx.xx.xxx/documents-guidelines/eu-bail-legislation-schedule; and

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial and the [Calculation Agent]1, the Calculation Agent acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial to the Calculation Agent 1 To be amended if the Calculation Agent is also an in-scope entity. under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basis; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial or another person, and the issue to or conferral on the Calculation Agent of such shares securities or obligations; (iii) the cancellation of the BRRD Liability; and/or (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result of the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement Third Supplemental Indenture or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar and the [Calculation Agent]1Company or any Holder, the Calculation Agent Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Agreement Third Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar to the Calculation Agent Company or to any Holder under this AgreementThird Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Calculation Agent Company or on any Holder of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementThird Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, Authority in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result respect of the exercise of the Bail-Senior Non Preferred Debt Securities Registrar. Solely as used in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10Section 4.08:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement First Supplemental Indenture or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial the Senior Preferred Debt Securities Registrar and the [Calculation Agent]1Company or any Holder, the Calculation Agent Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Agreement First Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial the Senior Preferred Debt Securities Registrar to the Calculation Agent Company or to any Holder under this AgreementFirst Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial the Senior Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Calculation Agent Company or on any Holder of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementFirst Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, Authority in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result respect of the exercise of the Bail-Senior Preferred Debt Securities Registrar. Solely as used in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10Section 4.08:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement or in any other agreements, arrangements, arrangements or understanding understandings between Crédit Industriel et Commercial the Issuer and the [Calculation Agent]1Paying Agents, the Calculation Agent Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledgesacknowledge, accepts accept, consent, and agrees agree to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial any Paying Agent to the Calculation Agent Issuer under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial any Paying Agent or another person, and the issue to or conferral on the Calculation Agent Issuer of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; andand‌ (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, in part or in full, . For the purposes of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result of the exercise of the this Clause 27 only: Bail-in Power Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; BRRD Liability means a liability in respect of which the relevant Bail-In Powers in the applicable Bail-in Legislation may be exercised; EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/pages.aspx?p=499; and Relevant Resolution Authority with respect means the resolution authority entitled to Crédit Industriel et Commercial, nor exercise or to participate in the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent Powers in relation to any remedies (including equitable remedies), which are hereby expressly waivedPaying Agent. 10.3 For the purposes of this clause 10:

Recognition of Bail-In. 10.1 Notwithstanding and to the exclusion of any other term of this Agreement Fourth Supplemental Indenture or any other agreements, arrangements, or understanding between Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar and the [Calculation Agent]1Company or any Holder, the Calculation Agent Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Agreement Fourth Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority Authority, and acknowledges, accepts accepts, and agrees to be bound by: 1 To be amended if the Calculation Agent is also an in-scope entity.: (a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar to the Calculation Agent Company or to any Holder under this AgreementFourth Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent basisthereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Crédit Industriel et Commercial the Senior Non Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Calculation Agent Company or on any Holder of such shares shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementFourth Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 10.2 Neither a reduction, Authority in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of Crédit Industriel et Commercial, as a result respect of the exercise of the Bail-Senior Non Preferred Debt Securities Registrar. Solely as used in Power by the Relevant Resolution Authority with respect to Crédit Industriel et Commercial, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to this Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Calculation Agent to any remedies (including equitable remedies), which are hereby expressly waived. 10.3 For the purposes of this clause 10Section 4.08: