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Barclays, Base Prospectus 2006

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- 53 -<br />

(c) to, or to a third party on behalf of, a holder where no such withholding or deduction would have<br />

been required to be withheld or deducted if the [Notes] [Certificates] were credited at the time of<br />

payment to a securities deposit account with a bank outside Germany or the United Kingdom;<br />

(d) where such withholding or deduction is imposed on a payment to an individual and is required<br />

to be made pursuant to European Council Directive 2003/48/EC on or any other directive<br />

implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000<br />

on taxation of savings income or any law implementing or complying with, or introduced in<br />

order to conform to such Directive.<br />

(e) to the extent such withholding tax or deduction is payable by or on behalf of a [Noteholder]<br />

[Certificateholder] who could lawfully avoid (but has not so avoided) such withholding or<br />

deduction by complying or procuring that any third party complies with any statutory<br />

requirements or by making or procuring that a third party makes a declaration of non-residence<br />

or other similar claim for exemption to any tax authority in the place where the payment is<br />

effected;<br />

(f) to the extent such withholding tax or deduction is payable by or on behalf of a [Noteholder]<br />

[Certificateholder] who would have been able to avoid such withholding or deduction by<br />

effecting a payment via another Paying Agent in a Member State of the European Union, not<br />

obliged to withhold or deduct tax; or<br />

(g) to the extent such withholding tax or deduction is for payment on a date more than 30 days after<br />

the date on which payment in respect of it first becomes due or (if any amount of the money<br />

payable is improperly withheld or refused) the date on which payment in full of the amount<br />

outstanding is made.<br />

§7<br />

(Prescription)<br />

The presentation period provided in §801 paragraph 1, sentence 1 of the German Civil Code is reduced<br />

to ten years for the [Notes] [Certificates].<br />

§8<br />

(Events of Default)<br />

If any of the following events (each an "Event of Default") occurs, the holder of any [Note]<br />

[Certificate] may by written notice to the Issuer at the specified office of the Fiscal Agent declare such<br />

[Note] [Certificate] to be forthwith due and payable, whereupon the Early Redemption Amount of such<br />

[Note] [Certificate] together with accrued interest to the date of payment shall become immediately due<br />

and payable, unless such Event of Default shall have been remedied prior to the receipt of such notice<br />

by the Issuer:<br />

(a) any principal or interest on such [Notes] [Certificates] has not been paid within 14 days<br />

following the due date for payment. The Issuer shall not, however, be in default if such sums<br />

were not paid in order to comply with a mandatory law, regulation or order of any court of<br />

competent jurisdiction. Where there is doubt as to the validity or applicability of any such law,<br />

regulation or order, the Issuer will not be in default if it acts on the advice given to it during<br />

such 14 day period by independent legal advisers; or<br />

(b) the Issuer breaches any provision of such [Notes] [Certificates] that is materially prejudicial to<br />

the interests of the [Noteholders] [Certificateholders] and that breach has not been remedied<br />

within 21 days after the Issuer has received notice demanding redemption; or<br />

(c) the Issuer becomes bankrupt, or an order is made or an effective resolution is passed for the<br />

winding up or liquidation of the Issuer (otherwise than in connection with a scheme of<br />

reconstruction, merger or amalgamation the terms of which have previously been approved by<br />

the [Noteholders] [Certificateholders] ); or

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