Common use of Subsequent to the execution and delivery Clause in Contracts

Subsequent to the execution and delivery. of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuer, the MTN Issuer, the Receivables Trustee or the Bank which, in your judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any debt securities of or guaranteed by the Bank or any debt securities the payments of which are dependent on payments on the Receivables by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or the London Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Barclays Bank PLC on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by English, United States Federal or New York authorities; (v) any material disruption in commercial banking securities settlement or clearance services; or (vi) any outbreak or escalation of major hostilities in which the United States or Great Britain is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the issuance of and subscription for and payment for the Notes.

Subsequent to the execution and delivery. of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuer, the MTN Issuer, the Receivables Trustee or the Bank which, in your judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any debt securities of or guaranteed by the Bank or any debt securities the payments of which are dependent on payments on the Receivables by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or the London Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Barclays PLC or Barclays Bank PLC on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by English, United States Federal or New York authorities; (v) any material disruption in commercial banking securities settlement or clearance services; or (vi) any outbreak or escalation of major hostilities in which the United States or Great Britain is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the issuance of and subscription for and payment for the Notes.