Obligation Goldman Sachs 5.75% ( US38141EZ510 ) en USD

Goldman Sachs

101.202 % ▼

Etas-Unis

US38141EZ510 ( en USD )

5.75% par an ( paiement semestriel )

15/05/2041

Prospectus brochure de l'obligation Goldman Sachs US38141EZ510 en USD 5.75%, échéance 15/05/2041

1 000 USD

22 573 000 USD

38141EZ51

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

15/05/2025 ( Dans 81 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'obligation Goldman Sachs (US38141EZ510, CUSIP 38141EZ51), émise aux États-Unis, affiche un prix actuel de 102,15% du nominal (USD), offre un taux d'intérêt de 5,75%, pour une émission totale de 22 573 000 USD, avec un minimum d'achat de 1000 USD, une maturité fixée au 15/05/2041, des paiements semestriels, et des notations S&P de BBB+ et Moody's de A2.

Pricing Supplement No. 827 dated May 2, 2011
Page 1 of 14
424B2 1 d424b2.htm PRICING SUPPLEMENT NO. 827 DATED MAY 2, 2011
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-154173

Pricing Supplement to the Prospectus dated April 6, 2009 and the
Prospectus Supplement dated April 6, 2009 -- No. 827

$22,573,000

The Goldman Sachs Group, Inc.

5.75% Notes due 2041

Medium-Term Notes, Series D

We will pay you interest on your notes on a monthly basis at a rate of 5.75% per annum on the 15th of each
month. The first such payment will be made on June 15, 2011.
If requested, we will redeem the notes prior to their stated maturity date upon the death of a beneficial owner
who has owned the notes for at least six months. We call this feature the survivor's option. The survivor's option is
subject to a limit of $250,000 on the permitted principal amount exercisable by the estate of the deceased
beneficial owner in any calendar year and to a limit of two percent of the principal amount of all outstanding notes
offered by this pricing supplement in any calendar year. We may waive those limits in our discretion. Any notes
accepted for repayment through the exercise of the survivor's option will be repaid on the earlier of the June 15th or
December 15th interest payment date that occurs 60 or more calendar days after the date of acceptance.
A valid redemption request requires the representative of the deceased beneficial owner to provide the
information described on page PS-5 to the Trustee, together with a properly completed redemption request in the
form of Appendix A to this pricing supplement. See "Additional Information About the Notes -- Survivor's Option to
Request Repayment" on page PS-3 for more information.

Per Note
Total
Initial price to public

100.00%
$22,573,000
Underwriting discount

3.90%
$
880,347
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

96.10%
$21,692,653

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will
accrue from May 5, 2011 and must be paid by the purchaser if the notes are delivered after May 5, 2011.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement. Any
representation to the contrary is a criminal offense.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman
Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement, the
accompanying prospectus supplement and the accompanying prospectus are being used in a market-making
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 2 of 14
transaction.

Goldman, Sachs & Co.
Incapital LLC

Pricing Supplement dated May 2, 2011.

http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 3 of 14
Table of Contents
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. Also, in this section, references to "holders" mean The
Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial
interests in notes through participants in DTC. Please review the special considerations that apply to
indirect owners in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
This pricing supplement no. 827 dated May 2, 2011 (pricing supplement) and the accompanying prospectus
dated April 6, 2009 (accompanying prospectus), relating to the notes, should be read together. Because the notes
are part of a series of our debt securities called Medium-Term Notes, Series D, this pricing supplement and the
accompanying prospectus should also be read with the accompanying prospectus supplement, dated April 6, 2009
(accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings
given them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires
otherwise.
The notes are a separate series of our debt securities under our Medium-Term Notes, Series D program
governed by our Senior Debt Indenture, dated as of July 16, 2008 (2008 Indenture), between us and The Bank of
New York Mellon, as trustee (Trustee). This pricing supplement summarizes specific terms that will apply to your
notes. The terms of the notes described here supplement those described in the accompanying prospectus
supplement and accompanying prospectus and, if the terms described here are inconsistent with those described
there, the terms described here are controlling.
Terms of the 5.75% Notes due 2041

Issuer: The Goldman Sachs Group, Inc.
requested, subject to certain limitations, as described
Principal amount: $22,573,000
under "Additional Information About the Notes --
Specified currency: U.S. dollars ($)
Survivor's Option to Request Repayment"
Type of Notes: Fixed rate notes (notes)
Listing: None
Denominations: $1,000 and integral multiples of
ERISA: as described under "Employee Retirement
$1,000 thereof
Income Security Act" on page 143 of the
accompanying prospectus
Trade date: May 2, 2011
CUSIP no.: 38141EZ51
Original issue date: May 5, 2011
Form of notes: Your notes will be issued in book-
Stated maturity date: May 15, 2041
entry form and represented by a master global note.
Interest rate: 5.75% per annum
You should read the section "Legal Ownership and
Original issue discount (OID): not applicable
Book-Entry Issuance" in the accompanying
Interest payment dates: the 15th of each month,
prospectus for more information about notes issued
commencing on June 15, 2011
in book-entry form
Regular record dates: the first day of each month
Defeasance applies as follows:

Day count convention: 30/360 (ISDA)
· full defeasance -- i.e. , our right to be
Business day: New York

relieved of all our obligations on the note by
placing funds in trust for the investor: yes
Business day convention: following unadjusted

· covenant defeasance -- i.e. , our right to be
Redemption at option of issuer before stated

relieved of specified provisions of the note
maturity: not applicable
by placing funds in trust for the investor: yes
Survivor's option to request repayment: the notes
FDIC: The notes are not bank deposits and are not
are subject to repayment prior to the stated maturity
insured by the Federal Deposit Insurance
upon the death of a beneficial owner who owned the
Corporation or any other governmental agency, nor
notes for at least six months, if
are they obligations of, or guaranteed by, a bank.

PS-2
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 4 of 14
Table of Contents
ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the
notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from
DTC except in the limited situations described in the accompanying prospectus under "Legal Ownership and Book-
Entry Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-Global Security; Special
Situations When a Global Security Will Be Terminated". Investors may hold interests in a master global note
through organizations that participate, directly or indirectly, in the DTC system.
Survivor's Option to Request Repayment
Following the death of the beneficial owner of a note, so long as that note was owned by that beneficial owner
or the estate of that beneficial owner for at least six months prior to the request, if requested by the authorized
representative of the beneficial owner of that note (subject to the limitations described below), we agree to redeem
any notes prior to the stated maturity unless the notes:

· have been previously redeemed or otherwise repaid, or

· have been declared due and payable before their stated maturity by reason of an event of default under

the 2008 Indenture, as more fully described in the accompanying prospectus under "Description of Debt
Securities We May Offer -- Default, Remedies and Waiver of Default".
Upon the valid exercise of the option to request repayment described in the preceding paragraph (Survivor's
Option) and the proper tender of that note for repayment (subject to the limitations described below), we will
redeem that note, in whole or in part (but in amounts of not less than $1,000), at a price equal to 100% of the
principal amount of the note plus any unpaid interest accrued to (but excluding) the date of repayment.
Incapital LLC has advised that it intends to make a market in the notes. Depending on market conditions,
including changes in interest rates, and our creditworthiness, the value of the notes may be greater than their
principal amount plus any unpaid interest accrued. Accordingly, the authorized representative should contact
Incapital LLC to determine the market price of the notes and should otherwise carefully consider whether
to sell the notes to Incapital LLC or another market participant rather than redeeming the notes at the
principal amount plus accrued interest pursuant to a request for redemption.
To be valid, the Survivor's Option must be exercised by or on behalf of the person who has:

· authority to act on behalf of the deceased beneficial owner of the note, including, without limitation, the

personal representative or executor of the deceased beneficial owner or the surviving joint owner with the
deceased beneficial owner, under the laws of the applicable jurisdiction, and

· the right to sell, transfer or otherwise dispose of an interest in a note and the right to receive the proceeds

from the note, as well as the principal and interest payable to the holder of the note.

PS-3
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 5 of 14
Table of Contents
The following will be deemed the death of a beneficial owner of a note, and the entire principal amount of the
note so held will be subject to redemption by us upon request (with the limitations described below):

· death of a person holding a beneficial ownership interest in a note as a joint tenant or tenant by the

entirety with another person, a tenant in common with the deceased holder's spouse or a tenant in
common with a person other than such deceased person's spouse;

· death of a person who at the time of his or her death was a beneficiary of a revocable or irrevocable trust
that holds a beneficial ownership interest in a note may, in the discretion of the Trustee, be deemed the

death of a beneficial owner of that note, if such beneficial trust interest can be established to the
satisfaction of us and the Trustee; and

· death of a person who, at the time of his or her death, was entitled to substantially all of the beneficial

ownership interests in a note regardless of whether that beneficial owner was the registered holder of that
note, if entitlement to those interests can be established to the satisfaction of us and the Trustee.
In addition, a beneficial ownership interest will be deemed to exist:

· in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform

Gifts to Minors Act, community property or other joint ownership arrangements between a husband and
wife; and

· in custodial and trust arrangements where one person has all of the beneficial ownership interests in the

applicable note at the time of his or her death.
We have the discretionary right to limit the aggregate principal amount of notes as to which exercises of the
Survivor's Option shall be accepted by us from authorized representatives:

· of all deceased beneficial owners in any calendar year to an amount equal to 2% of the principal amount

of all outstanding notes offered by this pricing supplement as of the end of the most recent calendar year
(two percent aggregate limitation); and

· of any individual deceased beneficial owner of notes to $250,000 in any calendar year ($250,000

limitation).
In addition, we will not permit the exercise of the Survivor's Option except in principal amounts of $1,000 and
integral multiples of $1,000 in excess thereof.
We may, at our option, redeem interests of any deceased beneficial owner in the notes in any calendar year in
excess of the $250,000 limitation. Any optional redemption by us of this kind, to the extent it exceeds the $250,000
limitation for any deceased beneficial owner, will not be included in the computation of the two percent aggregate
limitation for redemption of the notes for that or any other calendar year.
We may also, at our option, redeem interests of deceased beneficial owners in the notes in any calendar year
in an aggregate principal amount exceeding the two percent aggregate limitation. Any optional redemption by us of
this kind, to the extent it exceeds the two percent aggregate limitation, will not be considered in calculating the two
percent aggregate limitation for any other calendar year.
Furthermore, any optional redemption by us with respect to a deceased beneficial owner's interest in the notes
is inapplicable with respect to any other deceased beneficial owner's interest in the notes. In other

PS-4
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 6 of 14
Table of Contents
words, we may waive any applicable limitations with respect to a deceased beneficial owner but not make the
same or similar waivers with respect to other deceased beneficial owners.
Each election to exercise the Survivor's Option will be accepted in the order that elections are received by the
Trustee, except for any note the acceptance of which would contravene either the two percent aggregate limitation
or the $250,000 limitation. Upon any determination by us to redeem notes in excess of the $250,000 limitation or
the two percent aggregate limitation, notes will be redeemed in the order of receipt of redemption requests by the
Trustee. Each tendered note that is not accepted in any calendar year due to the application of either the two
percent aggregate limitation or the $250,000 limitation will be deemed to be tendered in the following calendar year
in the order in which all such notes were originally tendered.
Notes accepted for repayment through the exercise of the Survivor's Option will be redeemed on the earlier of
the June 15th or December 15th interest payment date that occurs 60 or more calendar days after the date of the
acceptance. For example, if the acceptance date of a note tendered through a valid exercise of the Survivor's
Option is May 1, 2011, and interest on that note is paid monthly on the 15th of every month, we would normally, at
our option, repay that note on the interest payment date occurring on December 15, 2011, because the June 15,
2011 interest payment date would occur less than 60 days from the date of acceptance. Any redemption request
may be withdrawn by the person(s) presenting the request upon delivery of a written request for withdrawal given
by the participant on behalf of the person(s) to the Trustee not less than 30 days before the redemption date. If a
note tendered through a valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by
first-class mail to the participant through whom the note was tendered that states the reason that note has not been
accepted for redemption.
With respect to notes represented by a master global note (such as these notes), DTC or its nominee is the
depositary and is treated as the holder of the notes and the institution that has an account with the depositary of
the notes is referred to as the "participant".
To obtain redemption pursuant to exercise of the Survivor's Option for a note, the deceased beneficial owner's
authorized representative must provide the following items to the participant in DTC through which the beneficial
interest in the note is held by the deceased beneficial owner:

· a written request for redemption signed by the authorized representative of the deceased beneficial owner
with the signature guaranteed by a member firm of a registered national securities exchange or of the

Financial Institution Regulatory Authority, Inc. (FINRA) or a commercial bank or trust company having an
office or correspondent in the United States and a written instruction to notify the Trustee of the
authorized representative's desire to obtain redemption pursuant to exercise of the Survivor's Option;

· appropriate evidence satisfactory to us and the Trustee:

(a)
that the deceased was the beneficial owner of the note at the time of death and his or her interest in

the note was owned by the deceased beneficial owner or his or her estate for at least six months
prior to the request for redemption,

(b)
that the death of the beneficial owner has occurred,

(c)
of the date of death of the beneficial owner, and

(d)
that the representative has authority to act on behalf of the beneficial owner;

PS-5
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 7 of 14
Table of Contents

· if applicable, a properly executed assignment or endorsement;

· tax waivers and any other instruments or documents that we or the Trustee reasonably require in order to

establish the validity of the beneficial ownership of the note and the claimant's entitlement to payment;

· any additional information we or the Trustee reasonably require to evidence satisfaction of any conditions

to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the
election and to cause the redemption of the note; and

· if the interest in the note is held by a nominee of the deceased beneficial owner, a certificate satisfactory

to us and the Trustee from the nominee attesting to the deceased's beneficial ownership of such note.
After the representative provides the information to the participant, the participant will then deliver each of
these items to the Trustee, and to Goldman, Sachs & Co. in its capacity as administrator of the Survivor's Option
on our behalf, together with evidence satisfactory to us and the Trustee from the participant stating that it
represents the deceased beneficial owner. The participant will then need to deliver to the Trustee a request for
redemption substantially in the form attached as Appendix A to this pricing supplement.
All questions regarding the eligibility or validity of any exercise of the Survivor's Option will be determined by
us, in our sole discretion, which determination will be final and binding on all parties.
Subject to arrangements with the depositary, payment for interests in the notes to be redeemed will be made
to the depositary in the aggregate principal amount specified in the redemption requests submitted to the Trustee
by the depositary that are to be fulfilled in connection with the payment upon presentation of the notes to the
Trustee for redemption.
Additional redemption request forms for the exercise of the Survivor's Option may be obtained from the
Trustee at The Bank of New York Mellon at 2001 Bryan Street, 9th Floor, Dallas, TX 75201, Attention: Survivor
Options Processing, telephone: (800) 254-2826, fax: (241) 468-6405.
During any time in which the notes are not represented by a master global note and are issued in definitive
form:

· all references in this section of the pricing supplement to participants and the depositary, including the

depositary's governing rules, regulations and procedures, will be deemed inapplicable;

· all determinations that the participants are required to make as described in this section will be made by
us, including, without limitation, determining whether the applicable decedent is in fact the beneficial

owner of the interest in the notes to be redeemed or is in fact deceased and whether the representative is
duly authorized to request redemption on behalf of the applicable beneficial owner; and

· all redemption requests, to be effective, must:

--
be delivered by the representative to the Trustee, with a copy to us;

--
if required by the Trustee and us, be in the form of the attached redemption request with appropriate

changes mutually agreed to by the Trustee and us to reflect the fact that the

PS-6
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 8 of 14
Table of Contents
redemption request is being executed by a representative, including provision for signature

guarantees; and

--
be accompanied by the note that is the subject of the redemption request or, if applicable, a
properly executed assignment or endorsement, in addition to all documents that are otherwise

required to accompany a redemption request. If the record holder of the note is a nominee of the
deceased beneficial owner, a certificate or letter from the nominee attesting to the deceased's
ownership of a beneficial interest in the note must also be delivered.
United States Federal Income Tax Consequences
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the
accompanying prospectus supplement and the accompanying prospectus. The following discussion supplements
the section "United States Taxation" in the accompanying prospectus supplement and the accompanying
prospectus and is subject to the limitations and exceptions set forth therein.
Purchase, Sale and Retirement. If you are a United States holder, please see the discussion under "United
States Taxation -- Taxation of Debt Securities -- United States Holders -- Purchase, Sale and Retirement of the
Debt Securities" in the accompanying prospectus for a description of the tax treatment when you sell or retire your
notes. In addition, capital gain of a non-corporate United States holder that is recognized in taxable years
beginning before January 1, 2013 is generally taxed at a maximum rate of 15% where the holder has a holding
period greater than one year.
Medicare Tax. For taxable years beginning after December 31, 2012, a United States holder that is an
individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be
subject to a 3.8% tax on the lesser of (1) the United States holder's "net investment income" for the relevant
taxable year and (2) the excess of the United States holder's modified adjusted gross income for the taxable year
over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on
the individual's circumstances). A holder's net investment income will generally include its interest income and its
net gains from the disposition of notes, unless such interest payments or net gains are derived in the ordinary
course of the conduct of a trade or business (other than a trade or business that consists of certain passive or
trading activities). If you are a United States holder that is an individual, estate or trust, you are urged to consult
your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your
investment in the notes.

PS-7
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 9 of 14
Table of Contents
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms
agreement and a distribution agreement with respect to the notes. Subject to certain conditions, each underwriter
named below has severally agreed to purchase the principal amount of notes indicated in the following table.

Principal Amount
Underwriters

of Notes
Goldman, Sachs & Co.

$ 11,287,000
Incapital LLC

11,286,000

Total

$ 22,573,000

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the
cover of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group,
Inc. at a purchase price equal to the initial price to public less a discount of 3.90% of the principal amount of the
notes. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to
public of up to 2.15% of the principal amount of the notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a discount from the initial price to public of
up to 0.35% of the principal amount of the notes. If all of the offered notes are not sold at the initial price to public,
the underwriters may change the offering price and the other selling terms.
Please note that the information about the initial price to public and net proceeds to The Goldman Sachs
Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a
market-making transaction by Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. after
the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of
sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to
United States persons except if such offers or sales are made by or through FINRA member broker-dealers
registered with the U.S. Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting
discounts and commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately
$824,000.
The provision regarding the market-making activities of Goldman, Sachs & Co. described under "Plan of
Distribution -- Market-Making Resales by Affiliates" on page 142 of the accompanying prospectus does not apply
to the notes. Goldman, Sachs & Co. does not intend to make a market in these notes. However, in the future,
Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may decide to repurchase and resell
the notes in market-making transactions, with resales being made at prices related to prevailing market prices at
the time of resale or at negotiated prices. For more information about the plan of distribution and possible market-
making activities, see "Plan of Distribution" in the accompanying prospectus and "Supplemental Plan of
Distribution" in the accompanying prospectus supplement.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc.
has been advised by Incapital LLC that they intend to make a market in the notes. Incapital LLC is not obligated to
do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the notes.

PS-8
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011

Pricing Supplement No. 827 dated May 2, 2011
Page 10 of 14
Table of Contents
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to
time provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc.
and its affiliates, for which they have in the past received, and may in the future receive, customary fees. The
Goldman Sachs Group, Inc. and its affiliates have in the past provided, and may in the future from time to time
provide, similar services to the underwriters and their affiliates on customary terms and for customary fees.
Conflicts of Interest
Goldman, Sachs & Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, has a "conflict of
interest" in this offering within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in
compliance with the provisions of Rule 5121. Goldman, Sachs & Co. is not permitted to sell notes in this offering to
an account over which it exercises discretionary authority without the prior specific written approval of the account
holder.

PS-9
http://www.sec.gov/Archives/edgar/data/886982/000119312511125938/d424b2.htm
5/4/2011