Bond Goldman & Sachs 5.125% ( XS0325920824 ) in EUR

Issuer Goldman & Sachs
Market price 100 %  ▼ 
Country  United States
ISIN code  XS0325920824 ( in EUR )
Interest rate 5.125% per year ( payment 1 time a year)
Maturity 16/10/2014 - Bond has expired



Prospectus brochure of the bond Goldman Sachs XS0325920824 in EUR 5.125%, expired


Minimal amount 50 000 EUR
Total amount 1 750 000 000 EUR
Detailed description Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

The Bond issued by Goldman & Sachs ( United States ) , in EUR, with the ISIN code XS0325920824, pays a coupon of 5.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/10/2014







Final Terms No. 12 to the Luxembourg base prospectus dated October 23, 2006, as supplemented.
01,750,000,000
The Goldman Sachs Group, Inc.
5.125% Notes due 2014
The Goldman Sachs Group, Inc. will pay interest on the notes on October 16 of each year. The first such
payment will be made on October 16, 2008. If Goldman Sachs becomes obligated to pay additional amounts to
non-U.S. investors due to changes in U.S. withholding tax requirements, Goldman Sachs may redeem the notes
before their stated maturity at a price equal to 100% of the principal amount redeemed plus accrued interest to the
redemption date.
Application is being made to list the notes on the Official List of the Luxembourg Stock Exchange and to admit
them to trading on the Regulated Market of the Luxembourg Stock Exchange, which is a regulated market within
the meaning of Directive 93/22/EEC. However, Goldman Sachs is under no obligation to maintain the listing if the
application is granted. See ""Underwriting'' on page S-12 for additional information.
In connection with our application to list the notes, this document constitutes Final Terms relating to our
Luxembourg base prospectus, dated October 23, 2006 and all supplements thereto filed with the Commission
de Surveillance du Secteur Financier (""CSSF''). Pursuant to Luxembourg law, the Luxembourg base prospectus,
all documents incorporated by reference therein and filed with the CSSF and these Final Terms will be made
available by the Luxembourg Stock Exchange on its website at http://www.bourse.lu. These documents will also be
available free of charge from the principal office in Luxembourg of Dexia Banque Internationale fia Luxembourg, in
its capacity as Luxembourg listing agent.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of these Final Terms or the
Luxembourg base prospectus. Any representation to the contrary is a criminal offense.
Per Note
Total
Initial public offering price دددددددددددددددددددددددددددددددددددددددددددددددددددد
99.112% 01,734,460,000
Underwriting discount دددددددددددددددددددددددددددددددددددددددددددددددددددددددد
0.400% 0
7,000,000
Proceeds, before expenses, to Goldman Sachs دددددددددددددددددددددددددددددددد
98.712% 01,727,460,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from October 16, 2007 and must be paid by the purchaser if the notes are delivered after October 16, 2007.
The underwriters expect to deliver the notes in book-entry form only through the facilities of Euroclear and
Clearstream, Luxembourg against payment in immediately available funds in euros on October 16, 2007.
The underwriters intend to offer the notes for sale primarily in Europe. Goldman Sachs International, acting
through Goldman, Sachs & Co., as its U.S. selling agent, and the other underwriters, acting through their U.S. affiliates
or other U.S. broker-dealers, may also offer the notes in the United States.
Goldman Sachs may use these Final Terms and the Luxembourg base prospectus in the initial sale of the
notes. In addition, Goldman Sachs International, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may
use these Final Terms and the Luxembourg base prospectus in a market-making transaction in the notes after their
initial sale, and unless they inform the purchaser otherwise in the confirmation of sale, these Final Terms and the
Luxembourg base prospectus are being used by them in a market-making transaction.
Goldman Sachs International
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays Capital
BayernLB
BNP PARIBAS
Citi
Daiwa Securities SMBC Europe
Danske Bank A/S
Deutsche Bank
HSBC
Landesbank Baden-W urttemberg
Lloyds TSB
The Royal Bank of Scotland
RZB-Austria Raiffeisen Zentralbank
Osterreich AG
Santander
Soci et e G en erale Corporate & Investment Banking
Standard Chartered Bank
UniCredit (HVB)
Final Terms dated October 15, 2007.


Responsibility Statement
The Goldman Sachs Group, Inc. accepts responsibility for the information contained in these
Final Terms. To the best of the knowledge of and belief of The Goldman Sachs Group, Inc.
(which has taken all reasonable care to ensure that such is the case), the information contained
in these Final Terms is in accordance with the facts and contains no omission likely to affect the
import of such information. Where information contained in these Final Terms has been sourced
from a third party, such information has been accurately reproduced.
S-2


SPECIFIC TERMS OF THE NOTES
Please note that in this section entitled ""Specific Terms of the Notes'', references to ""The
Goldman Sachs Group, Inc.'', ""we'', ""our'' and ""us'' mean only The Goldman Sachs Group, Inc.
and do not include its consolidated subsidiaries, and, unless the context otherwise specifies,
references to ""Goldman Sachs'' mean The Goldman Sachs Group, Inc. Also, in this section,
references to ""holders'' mean those who have notes registered in their own names, on the basis
that we or the trustee maintain for this purpose, and not indirect owners who own beneficial
interests in notes through participants in The Depository Trust Company (""DTC''), Euroclear or
Clearstream, Luxembourg, or in notes registered in street name. Please review the special
considerations that apply to indirect owners set forth under ""Legal Ownership and Book-Entry
Issuance'' in the base prospectus dated December 5, 2006 (the ""Base Prospectus''), which is
incorporated by reference in the Luxembourg base prospectus and which we filed with the U.S.
Securities and Exchange Commission on December 5, 2006 and also filed with the CSSF.
The notes will be a series of senior debt securities issued under our senior debt indenture.
These Final Terms summarize specific financial and other terms that will apply to the notes;
terms that apply generally to all of our debt securities are described under ""Description of Debt
Securities We May Offer'' in the Base Prospectus. The terms described here supplement those
described in the Luxembourg base prospectus and, if the terms described here are inconsistent
with those described there, the terms described here are controlling.
Terms of the Notes
The specific terms of this series of notes we are offering will be as follows:
, Title of the notes:
5.125% Notes due 2014
, Issuer of the notes:
The Goldman Sachs Group, Inc.
, Total principal amount being issued:
01,750,000,000
, Initial public offering price:
99.112% of the principal amount
, Underwriting discount:
0.400% of the principal amount
, Net proceeds to the issuer:
98.712% of the principal amount
, Original issue date:
October 16, 2007
, Due date for principal:
October 16, 2014
, Denomination:
Minimum denomination of 050,000 and integral multiples of 01,000 thereafter
, Interest rate:
5.125% annually
, Date interest starts accruing:
October 16, 2007
, Due dates for interest:
Every October 16
, First due date for interest:
October 16, 2008
, Regular record dates for interest:
Every October 1
, Day count fraction:
Actual/Actual; we will calculate accrued interest on the basis of the
actual number of days in each year.
, Specified Currency:
Payments of interest and principal on the notes will be made in euros,
except in limited circumstances as described in ""Description of Debt Securities We May
Offer ج Payment Mechanics for Debt Securities'' in the Base Prospectus.
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Depending on the investor's functional currency, an investment in a non-U.S. dollar security
may present currency related risks as described in ""Considerations Relating to Securities
Denominated or Payable in or Linked to a Non-U.S. Dollar Currency'' in the Base Prospectus.
, Minimum investment:
Not applicable
, Ranking:
The notes will constitute our senior debt and will rank equally, as to our creditors,
with all of our other unsecured, unguaranteed and unsubordinated debt.
, Business day:
Any day that is not a Saturday or Sunday, and that is not a day on which
banking institutions are generally authorized or obligated by law, regulation or executive order
to close in The City of New York or London, and that is also a euro business day, as defined
below. The term ""euro business day'' means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is
open for business.
, Defeasance:
The notes are not subject to defeasance by us.
, Covenant defeasance:
The notes are not subject to covenant defeasance by us.
, Additional amounts:
We intend to pay principal and interest without deducting
U.S. withholding taxes. If we are required to deduct U.S. withholding taxes from payment to
non-U.S. investors, however, we will pay additional amounts on those payments, but only to
the extent described below under ""Additional Information About the Notes ج Payment of
Additional Amounts''.
, Tax redemption:
We will have the option to redeem the notes before they mature in whole
but not in part if we become obligated to pay additional amounts because of changes in
U.S. withholding tax requirements as described below under ""Additional Information About the
Notes ج When We Can Redeem the Notes''.
, Repayment option of holder:
None
, Form of notes:
Registered, as described under ""Additional Information About the Notes ج
Book-Entry System'' below.
, Exchange rate agent:
Holders will not be entitled to receive payments on the notes in any
currency other than euros, except that, if euros are unavailable for a payment due to
circumstances beyond our control, such as the imposition of exchange controls or a disruption
in the currency markets, we will be entitled to satisfy our obligation to make the payment in
euros by making the payment in U.S. dollars, on the basis of the exchange rate determined by
Goldman Sachs International, as exchange agent, in its discretion. We may change the
exchange rate agent from time to time after the original issue date of the notes without your
consent and without notifying you of the change. See ""Description of Debt Securities We May
Offer ج Payment Mechanics for Debt Securities ج How We Will Make Payments Due in Other
Currencies'' in the Base Prospectus.
, ISIN Number:
XS0325920824
, Common Code:
032592082
, Listing:
Application is being made to list the notes on the Regulated Market of the
Luxembourg Stock Exchange, although we are not required to maintain the listing.
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ADDITIONAL INFORMATION ABOUT THE NOTES
Form of Notes
Book-Entry System
We will issue the notes as global notes registered in the name of a nominee of a common
depositary for Clearstream Banking, soci et e anonyme (""Clearstream, Luxembourg''), and
Euroclear Bank SA/NV (""Euroclear''). Investors may hold book-entry interests in a global note
through organizations that participate, directly or indirectly, in the Clearstream, Luxembourg and
Euroclear systems. Book-entry interests in the notes and all transfers relating to the notes will be
reflected in the book-entry records of Euroclear and Clearstream, Luxembourg. The initial
common depositary for Clearstream, Luxembourg and Euroclear will be The Bank of New York,
and DTC will not be the depositary for the notes.
The distribution of the notes will be cleared through Clearstream, Luxembourg and
Euroclear. Any secondary market trading of book-entry interests in the notes will take place
through Euroclear and Clearstream, Luxembourg participants and will settle in same-day funds.
Owners of book-entry interests in the notes will receive payments relating to their notes in euros.
Clearstream, Luxembourg and Euroclear have established electronic securities and payment
transfer, processing, depositary and custodial links among themselves and others, either directly
or through custodians and depositaries. These links allow securities to be issued, held and
transferred among the clearing systems without the physical transfer of certificates. Special
procedures to facilitate clearance and settlement have been established among these clearing
systems to trade securities across borders in the secondary market.
The policies of Clearstream, Luxembourg and Euroclear will govern payments, transfers,
exchanges and other matters relating to the investor's interest in securities held by them. We
have no responsibility for any aspect of the records kept by Clearstream, Luxembourg or
Euroclear or any of their direct or indirect participants. We also do not supervise these systems
in any way.
Clearstream, Luxembourg and Euroclear and their participants perform these clearance and
settlement functions under agreements they have made with one another or with their customers.
You should be aware that they are not obligated to perform or continue to perform these
procedures and may modify or discontinue them at any time.
Except as provided below, owners of beneficial interests in the notes will not be entitled to
have the notes registered in their names, will not be entitled to receive physical delivery of the
notes in definitive form and will not be considered the owners or holders of the notes under the
indenture governing the notes, including for purposes of receiving any reports delivered by us or
the trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in a
note must rely on the procedures of the depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest, in order to
exercise any rights of a holder of notes.
In addition, Clearstream, Luxembourg or Euroclear may not be open for business on days
when banks, brokers and other institutions are open for business in the United States. Because
of time-zone differences, owners of beneficial interests in the notes who wish to transfer
interests in their notes, or to make or receive a payment or delivery of the notes, on a particular
day, may find that the transactions will not be performed until the next business day.
Certificated Notes
We will issue notes to you or your nominees, in fully certificated registered form, only if
(1) we advise the trustee in writing that the depositary is no longer willing or able to discharge
its responsibilities properly, and the trustee or we are unable to locate a qualified successor
S-5


within 60 days; (2) an event of default with respect to the notes has occurred and is continuing
under the indenture; or (3) we, at our option, elect to terminate the book-entry system. If any of
the three above events occurs, the trustee will reissue the notes in fully certificated, registered
form and will recognize the registered holders of the certificated notes as holders under the
indenture.
In the event individual certificates for the notes are issued, the holders of such notes will be
able to receive payment on the notes, effect transfers and exchanges of the notes and replace
lost, stolen, destroyed or mutilated notes at the offices of the Luxembourg paying and transfer
agent. We have appointed Dexia Banque Internationale fia Luxembourg, soci et e anonyme as
paying and transfer agent in Luxembourg with respect to the notes in individual certificated form,
and as long as the notes are listed on the Luxembourg Stock Exchange, we will maintain a
payment and transfer agent in Luxembourg. If we add, replace or terminate a paying and transfer
agent or trustee, we will give notice in the manner described below under ""ج Notices''.
Unless and until we issue the notes in fully certificated, registered form, (1) you will not be
entitled to receive a certificate representing your interest in the notes; (2) all references in these
Final Terms or the Luxembourg base prospectus to actions by holders will refer to actions taken
by the depositary upon instructions from their direct participants; and (3) all references in these
Final Terms or the Luxembourg base prospectus to payments and notices to holders will refer to
payments and notices to the depositary, as the registered holder of the notes, for distribution to
you in accordance with its policies and procedures.
Notices
The trustee will mail notices by first class mail, postage prepaid, to each holder's last known
address as it appears in the security register that the trustee maintains. The trustee will only mail
these notices to the registered holder of the notes, unless we reissue the notes to you or your
nominees in fully certificated form.
In addition, as long as any notes are listed on the Luxembourg Stock Exchange and its
rules require, notices to holders of bearer notes and registered notes will be given by publication
in a daily newspaper of general circulation in Luxembourg, which we expect to be the d'Wort, or
on the website of the LSE at http://www.bourse.lu. The term ""daily newspaper'' means a
newspaper that is published on each day, other than a Saturday, Sunday or holiday, in
Luxembourg or, when applicable, elsewhere in Western Europe. A notice will be considered
received on the date it is first published. If notice cannot be given as described in this paragraph
because the publication of any newspaper is suspended or it is otherwise impractical to publish
the notice, then notice will be given in another form. That alternate form of notice will be
sufficient notice to each holder. Notices to be given to holders of notes in registered form will be
sent by mail to the respective addresses of the holders as they appear in the security register
and will be deemed delivered when mailed. Neither the failure to give notice to a particular
holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any
notice given to another holder.
Payment of Additional Amounts
We intend to make all payments on the notes without deducting U.S. withholding taxes. If
we are required by law to do so on payments to non-U.S. investors, however, we will pay
additional amounts on those payments to the extent described in this subsection.
S-6


We will pay additional amounts on a note only if the beneficial owner of the note is a United
States alien. The term ""United States alien'' means any person who, for U.S. federal income tax
purposes is:
, a nonresident alien individual;
, a foreign corporation;
, a foreign partnership one or more of the members of which is, for U.S. federal income tax
purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary
of a foreign estate or trust; or
, a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal income tax
on a net income basis on income or gain from a note.
If the beneficial owner of a note is a United States alien, we will pay all additional amounts
that may be necessary so that every net payment of interest or principal on that note will not be
less than the amount provided for in that note. By net payment, we mean the amount we or our
paying agent pays after deducting or withholding an amount for or on account of any present or
future tax, assessment or other governmental charge imposed with respect to that payment by a
U.S. taxing authority.
Our obligation to pay additional amounts is subject to several important exceptions,
however. We will not pay additional amounts for or on account of any of the following:
, any tax, assessment or other governmental charge imposed solely because at any time there
is or was a connection between the beneficial owner ج or between a fiduciary, settlor,
beneficiary or member of the beneficial owner, if the beneficial owner is an estate, trust or
partnership ج and the United States (other than the mere receipt of a payment or the
ownership or holding of a note), including because the beneficial owner ج or the fiduciary,
settlor, beneficiary or member ج at any time, for U.S. federal income tax purposes:
ج is or was a citizen or resident or is or was treated as a resident of the United States;
ج is or was present in the United States;
ج is or was engaged in a trade or business in the United States;
ج has or had a permanent establishment in the United States;
ج is or was a domestic or foreign personal holding company, a passive foreign investment
company or a controlled foreign corporation;
ج is or was a corporation that accumulates earnings to avoid U.S. federal income tax; or
ج is or was a ""ten percent shareholder'' of The Goldman Sachs Group, Inc.;
, any tax, assessment or other governmental charge imposed solely because of a change in
applicable law or regulation, or in any official interpretation or application of applicable law or
regulation, that becomes effective more than 15 days after the day on which the payment
becomes due or is duly provided for, whichever occurs later;
, any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax, or any
similar tax, assessment or other governmental charge;
, any tax, assessment or other governmental charge imposed solely because the beneficial
holder or any other person fails to comply with any certification, identification or other reporting
requirement concerning the nationality, residence, identity or connection with the United States
of the holder or any beneficial owner of the note, if compliance is required by statute or by
regulation of the U.S. Treasury department or by an applicable income tax treaty to which the
S-7


United States is a party, as a precondition to exemption from such tax, assessment or other
governmental charge;
, any tax, assessment or other governmental charge that can be paid other than by deduction or
withholding from a payment on the notes;
, any tax, assessment or other governmental charge imposed solely because the payment is to
be made by a particular paying agent (including The Goldman Sachs Group, Inc.) and would
not be imposed if made by another paying agent;
, where such withholding or deduction is imposed on a payment to an individual and is required
to be made pursuant to any European Union Directive on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such Directive;
, by or on behalf of a holder who would be able to avoid withholding or deduction by presenting
the note to another paying agent in a Member State of the European Union;
, any tax, assessment or other governmental charge imposed solely because the holder (1) is a
bank purchasing the note in the ordinary course of its lending business or (2) is a bank that is
neither (A) buying the note for investment purposes only nor (B) buying the note for resale to
a third party that either is not a bank or holding the note for investment purposes only; or
, any combination of the taxes, assessments or other governmental charges described above.
In addition, we will not pay additional amounts with respect to any payment of principal, or
interest to any United States alien who is a fiduciary or a partnership, or who is not the sole
beneficial owner of the payment, to the extent that we would not have to pay additional amounts
to any beneficiary or settlor of the fiduciary or any member of the partnership, or to any
beneficial owner of the payment, if that person or entity were treated as the beneficial owner of
the note for these purposes.
When we refer to a ""U.S. taxing authority'' in this subsection and ""ج Payment of Additional
Amounts'' above, we mean the United States of America or any state, other jurisdiction or taxing
authority in the United States. When we refer to the ""United States'', we mean the United States
of America, including the states and the District of Columbia, together with the territories,
possessions and all those areas subject to the jurisdiction of the United States of America.
When we refer to any payment of interest or principal on a note, this includes any additional
amount that may be payable as described above in respect of that payment.
When We Can Redeem the Notes
We will not be permitted to redeem the notes before their stated maturity, except as
described below. The notes will not be entitled to the benefit of any sinking fund ج that is, we
will not deposit money on a regular basis into any separate custodial account to repay your note.
In addition, you will not be entitled to require us to buy your note from you before its stated
maturity.
We will be entitled, at our option, to redeem the outstanding notes in whole but not in part if
at any time we become obligated to pay additional amounts on any notes on the next interest
payment date, but only if our obligation results from a change in the laws or regulations of any
U.S. taxing authority, or from a change in any official interpretation or application of those laws
or regulations, that becomes effective or is announced on or after October 9, 2007.
If we redeem the notes, we will do so at a redemption price equal to 100% of the principal
amount of the notes redeemed, plus accrued interest to the redemption date.
If we become entitled to redeem the notes, we may do so at any time on a redemption date
of our choice. However, we must give the holders of the notes being redeemed notice of the
redemption not less than 30 days or more than 60 days before the redemption date and not
more than 90 days before the next date on which we would be obligated to pay additional
S-8


amounts. In addition, our obligation to pay additional amounts must remain in effect when we
give the notice of redemption. We will give the notice in the manner described under ""Form of
Notes ج Notices'' above.
We or our affiliates may purchase notes from investors who are willing to sell from time to
time, either in the open market at prevailing prices or in private transactions at negotiated prices.
For example, we currently expect Goldman, Sachs & Co. and Goldman Sachs International to
make a market in the notes by purchasing and reselling notes from time to time. Notes that we
or our affiliates purchase may, at our or their discretion, be held, resold or cancelled.
S-9


EMPLOYEE RETIREMENT INCOME SECURITY ACT
This section is only relevant to you if you are an insurance company or the fiduciary of a
pension plan or an employee benefit plan (including a government plan, an IRA or a Keogh
plan) proposing to invest in the notes.
The U.S. Employee Retirement Income Security Act of 1974, as amended (""ERISA'') and
the U.S. Internal Revenue Code of 1986, as amended (the""Code''), prohibit certain transactions
(""prohibited transactions'') involving the assets of an employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual
retirement accounts and other plans described in Section 4975(e)(1) of the Code) (a ""Plan'')
and certain persons who are ""parties in interest'' (within the meaning of ERISA) or ""disqualified
persons'' (within the meaning of the Code) with respect to the plan; governmental plans may be
subject to similar prohibitions unless an exemption is available to the transaction. The Goldman
Sachs Group, Inc. and certain of its affiliates each may be considered a ""party in interest'' or a
""disqualified person'' with respect to many employee benefit plans, and, accordingly, prohibited
transactions may arise if the notes are acquired by a Plan unless those notes are acquired and
held pursuant to an available exemption. In general, available exemptions are: transactions
effected on behalf of that Plan by a ""qualified professional asset manager'' (prohibited
transaction exemption 84-14) or an ""in-house asset manager'' (prohibited transaction exemption
96-23), transactions involving insurance company general accounts (prohibited transaction
exemption 95-60), transactions involving insurance company pooled separate accounts
(prohibited transaction exemption 90-1), transactions involving bank collective investment funds
(prohibited transaction exemption 91-38) and transactions with service providers under an
exemption in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the
Plan receives no less nor pays no more than ""adequate consideration'' (within the meaning of
Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code). The assets of a Plan may
include assets held in the general account of an insurance company that are deemed to be ""plan
assets'' under ERISA. The person making the decision on behalf of a Plan or a governmental
plan shall be deemed, on behalf of itself and the Plan, by purchasing and holding the notes, or
exercising any rights related thereto, to represent that (a) the Plan will receive no less and pay
no more than ""adequate consideration'' (within the meaning of Section 408(b)(17) of ERISA
and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes,
(b) none of the purchase, holding or disposition of the notes or the exercise of any rights
related to the notes will result in a non-exempt prohibited transaction under ERISA or the Internal
Revenue Code (or, with respect to a governmental plan, under any similar applicable law or
regulation) and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a
""fiduciary'' (within the meaning of Section 3(21) of ERISA) with respect to the purchaser or
holder in connection with such person's acquisition, disposition or holding of the notes, or as a
result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in
connection with the notes, and no advice provided by The Goldman Sachs Group, Inc. or any of
its affiliates has formed a primary basis for any investment decision by or on behalf of such
purchaser or holder in connection with the notes and the transactions contemplated with respect
to the notes.
If you are an insurance company or the fiduciary of a pension plan or an employee benefit
plan, and propose to invest in the notes, you should consult your legal counsel.
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Document Outline