Obligation Goldman Sachs & Co. 0% ( XS1173867323 ) en EUR

Goldman Sachs & Co.

100 % ▼

Etas-Unis

XS1173867323 ( en EUR )

25/07/2022 - Obligation échue

Prospectus brochure de l'obligation The Goldman Sachs Group Inc XS1173867323 en EUR 0%, échue

1 000 EUR

300 000 000 EUR

The Goldman Sachs Group, Inc. est une firme mondiale de services financiers offrant des services d'investissement bancaire, de gestion de placements, de vente et de négociation de titres, ainsi que de gestion de patrimoine à une clientèle diversifiée.

L'Obligation émise par Goldman Sachs & Co. ( Etas-Unis ) , en EUR, avec le code ISIN XS1173867323, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 25/07/2022

The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series F
________________
TERMS OF SALE
Unless the context requires otherwise, references to the notes refer to Series F euro medium-term notes. The following terms may apply to the
notes that The Goldman Sachs Group, Inc. may sell from time to time. The specific terms of each note will be included in the final terms relating
to that note.

stated maturity of up to 40 years from the date of issue

may be denominated in U.S. dollars or in other currencies,

fixed or floating interest rate, zero coupon and / or issued with
currency units or composite currencies and payable in the
original issue discount
denominated or other currencies

amount of interest and/or amount payable at maturity may be
denominations of at least 1,000, ¥1,000,000, U.S.$2,000 or
determined by reference to one or more underlying rates,
£1,000 or, if denominated in other currencies, denominations of at
measures or instruments
least the equivalent of 1,000

may be subject to redemption at the option of The Goldman Sachs
settlement in immediately available funds
Group, Inc. or repayment at the option of the holder

may not be amortized or subject to a sinking fund

The notes will not be secured by any property or assets and will not be subordinated to any of our other debt obligations.
Any of the terms described above may be varied in the applicable final terms to the extent permissible.
The Goldman Sachs Group, Inc. may offer and sell these notes to or through one or more underwriters, dealers and agents, including Goldman
Sachs International, or directly to purchasers, on a continuous or delayed basis.
This base prospectus (the "Base Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") which
is the competent authority of Luxembourg under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and the
Luxembourg law dated 16 July 2019 on prospectuses for securities (the "Luxembourg Prospectus Law"). Such approval should not be considered
as an endorsement of the issuer or the quality of the securities that are the subject of this Base Prospectus. In the context of such approval, the
CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer in accordance
with Article 6(4) of the Luxembourg Prospectus Law. Investors should make their own assessment as to the suitability of investing in the notes.
Application has been made to the Luxembourg Stock Exchange for notes issued under the Series F euro medium-term notes program to be listed
on the Official List and admitted to trading on the regulated market of the Luxembourg Stock Exchange. Notes issued under the Series F euro
medium-term notes program may also be listed on an alternative stock exchange or may not be listed at all. The Goldman Sachs Group, Inc. is
under no obligation to maintain the listing of any notes that are listed. See "Listing and General Information" below.
This Base Prospectus constitutes a base prospectus for the purposes of Article 8(1) of the Prospectus Regulation. The Base Prospectus should
be read together with any supplements thereto, all documents incorporated by reference therein and the applicable final terms.
Subject to certain exceptions, the notes may not be offered, sold or delivered, directly or indirectly, in the United States of America or to U.S.
persons. See "Plan of Distribution". The notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, or under the securities or blue sky laws of any state. Neither the U.S. Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of the notes or passed upon the accuracy or inaccuracy of this Base Prospectus. This
Base Prospectus is not for use in, and may not be delivered to or inside, the United States or provided to a U.S. person.
The notes we may issue 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.
The Goldman Sachs Group, Inc. may use this Base Prospectus in the initial sale of any note. In addition, Goldman Sachs International or any
other affiliate of The Goldman Sachs Group, Inc. may use this Base Prospectus in a market-making transaction in any note after its initial sale.
Unless The Goldman Sachs Group, Inc. or its agent informs the purchaser otherwise in the confirmation of sale, this Base Prospectus
is being used in a market-making transaction.
If the notes are stated in the applicable final terms to be issued under the new safekeeping structure ("NSS"), then we will deliver these notes to
a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global
notes which are not issued under NSS will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg.
See "Risk Factors" beginning on p. 12 for a discussion of certain risks that should be considered in connection with an investment in
certain types of notes which may be offered hereby.
Goldman Sachs International
________________
Base Prospectus, dated April 15, 2021

4823-2436-9119 v.6

Unless the context otherwise requires, references in this Base Prospectus to "The Goldman
Sachs Group, Inc.", "the Issuer", "we", "our" and "us" mean only The Goldman Sachs Group, Inc.
and do not include its consolidated subsidiaries. References to "Goldman Sachs", "the Group" and
the "Goldman Sachs Group" refer to The Goldman Sachs Group, Inc. together with its consolidated
subsidiaries. Also, when we refer to "holders" we mean those who own notes registered in their
own names, on the books that we or our agents maintain for this purpose; "holders" does not refer
to those who own beneficial interests in notes registered in street name or in notes issued in global
-- i.e., book-entry -- form through Euroclear SA/NV, Clearstream Banking, société anonyme, or
another depositary. Prospective owners of beneficial interests in the notes issued in global form
should read the section entitled "General Note Conditions -- Form, Exchange, Registration and
Transfer" below.
We have not authorized anyone to provide any information or to make any representations
other than those contained or incorporated by reference in this Base Prospectus. Neither this Base
Prospectus nor any final terms constitutes an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or
solicitation in that jurisdiction. Neither the delivery of this Base Prospectus, any final terms nor any
sale made pursuant to those documents, shall, under any circumstances, create any implication
that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date of the
document or that the information contained within the documents is correct as of any time
subsequent to its date.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes
of Directive 2014/65/EU (as amended, "MiFID II").
The credit ratings of The Goldman Sachs Group, Inc. referred to in the Base Prospectus
have been issued by DBRS, Inc., Fitch, Inc., Moody's Investors Service and Standard & Poor's
Ratings Services, each of which is established in the United States (together, the "US CRAs").
In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not either (1) issued or validly endorsed by a credit rating agency
established in the European Economic Area (an "EEA CRA") and registered with the European
Securities and Markets Authority ("ESMA") under Regulation (EU) No. 1060/2009, amended by
Regulation (EU) No 513/2011 (as amended, the "CRA Regulation") or (2) issued by a credit rating
agency established outside the European Economic Area which is certified under the CRA
Regulation. UK regulated investors are subject to the CRA Regulation as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (as amended, the "UK CRA
Regulation"). In general, UK regulated investors are required to use for UK regulatory purposes
ratings issued by a credit rating agency established in the UK and registered under the UK CRA
Regulation unless (1) the rating is endorsed by a UK registered credit rating agency; or (2) issued
by a third country credit rating agency that is certified in accordance with the UK CRA Regulation,
subject in each case, to (i) the relevant UK registration, certification or endorsement, as the case
may be, not having been withdrawn or suspended, and (ii) transitional provisions that apply in
certain circumstances. In the case of ratings issued by a credit rating agency not established in the
UK, for a certain limited period of time, transitional relief accommodates the continued use for
regulatory purposes in the UK, of ratings issued prior to 1 January 2021, provided that the relevant
conditions are satisfied.
The EU affiliates of DBRS, Inc., Fitch, Inc., Moody's Investors Service, Standard & Poor's
Ratings Services are registered EEA CRAs on the official list, available at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk. The ESMA has approved the
endorsement by such EU affiliates of credit ratings issued by the corresponding US CRAs.
Accordingly, credit ratings issued by the US CRAs may be used for regulatory purposes in the EU.
In addition to the US CRAs mentioned, Rating and Investment Information, Inc. ("R&I") has issued
a credit rating. This rating is incorporated in the Base Prospectus for information purposes only.
R&I is incorporated in a third country but has not applied for the registration under the CRA
Regulation.

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4823-2436-9119 v.6

This Base Prospectus may be (i) registered in Switzerland with the reviewing body
(Prüfstelle) SIX Exchange Regulation AG or another reviewing body approved by the Swiss
Financial Market Supervisory Authority FINMA ("FINMA") as a foreign prospectus that is also
deemed to be approved in Switzerland pursuant to Article 54 paragraph 2 of the Swiss Federal Act
on Financial Services ("Financial Services Act"; "FinSA") for inclusion on the list of approved
prospectuses pursuant to Article 64 para. 5 FinSA, (ii) deposited with this reviewing body and (iii)
published pursuant to Article 64 FinSA.
In accordance with article 36 para. 4 lit. b FinSA, the Issuer consents, to the extent and under
the conditions, if any, as specified in the relevant Final Terms, to the use of this Base Prospectus
and the relevant Final Terms by any financial intermediary specified in the relevant Final Terms
under "Consent to Use the Base Prospectus in Switzerland" for publicly offering the notes on the
basis of and in accordance with this Base Prospectus and the relevant Final Terms.
The notes do not constitute a participation in a Collective Investment Scheme within the
meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). The notes are neither
subject to the authorisation nor to the supervision by FINMA and investors do not benefit from the
specific investor protection provided under the CISA. Investors should be aware that they are
exposed to the credit risk of the Issuer.
________________
Responsibility Statement
The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this
Base Prospectus. To the best of the knowledge of The Goldman Sachs Group, Inc., the information
contained in this Base Prospectus is in accordance with the facts and the Base Prospectus makes
no omission likely to affect its import. Where information contained in this Base Prospectus has
been sourced from a third party, such information has been accurately reproduced and so far as
The Goldman Sachs Group, Inc. is aware and is able to ascertain from information published by
that third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
________________
Other than in relation to any documents which are incorporated by reference herein, no
content of any website, cited or referred to in this Base Prospectus, shall be deemed to form part
of this Base Prospectus and has not been scrutinised or approved by the CSSF.
________________
In relation to notes listed on the Official List and admitted to trading on the regulated market
of the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of twelve months
after its date of approval and will expire on April 16, 2022. The Goldman Sachs Group, Inc. has
undertaken, in connection with the listing of the notes, that if there shall occur any material adverse
change in the financial condition or operations of The Goldman Sachs Group, Inc. or any
modification or amendment to the terms and conditions of the notes such that this Base Prospectus
would be inaccurate or misleading, The Goldman Sachs Group, Inc. will prepare and make available
a supplement to this Base Prospectus or a further Base Prospectus for any subsequent issue of
notes to be listed on the Official List and admitted to trading on the regulated market of the
Luxembourg Stock Exchange. The obligation to supplement this Base Prospectus in the event of
any significant new factor, material mistake or material inaccuracy relating to the information
included in this Base Prospectus will not apply when this Base Prospectus is no longer valid.
________________
In this section, the expression "necessary information" means, in relation to any tranche of
notes, the information necessary to enable investors in such notes to make an informed

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4823-2436-9119 v.6

assessment of the assets and liabilities, financial position, profits and losses and prospects of The
Goldman Sachs Group, Inc., of the rights attaching to such notes, and the reason for the issuance
and its impact on the issuer. In relation to the different types of notes that may be issued under the
program, The Goldman Sachs Group, Inc. has included in this Base Prospectus all of the necessary
information except for information which is not known at the date of this Base Prospectus and
which can only be determined at the time of an individual issue of a tranche of notes.
Any information relating to the notes which is not included in this Base Prospectus and
which is required in order to complete the necessary information in relation to a tranche of notes
will be contained either in the relevant final terms or in a further draw-down prospectus.
For a tranche of notes which is the subject of final terms, those final terms will, for the
purposes of that tranche only, complete this Base Prospectus and must be read in conjunction with
this Base Prospectus.
________________
In connection with the issue of any tranche of notes, Goldman Sachs International (or
persons acting on its behalf) may over-allot notes (provided that, in the case of any tranche of notes
to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg
Stock Exchange, the aggregate principal amount of notes allotted does not exceed 105 per cent of
the aggregate principal amount of the relevant tranche) or effect transactions with a view to
supporting the market price of the notes at a level higher than that which might otherwise prevail.
However, there is no assurance that Goldman Sachs International (or persons acting on its behalf)
will undertake stabilization action. Any stabilization action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the relevant tranche of notes is made
and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant tranche of notes and 60 days after the date of the allotment of the relevant
tranche of notes. Any stabilization action or over-allotment must be conducted by Goldman Sachs
International (or persons acting on its behalf) in accordance with all applicable laws and rules.
________________
Any insurance company or fiduciary of a pension plan or other employee benefit plan that
is subject to the prohibited transactions rules of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code"),
including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and
that is considering purchasing the notes with the assets of the insurance company or the assets of
the plan, should consult with its counsel regarding whether the purchase or holding of the notes
could become a "prohibited transaction" under ERISA, the Code or any substantially similar
prohibition in light of the representations a purchaser or holder in any of the above categories is
deemed to make by purchasing and holding the notes. This is discussed in more detail under
"Employee Retirement Income Security Act" below.
________________
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the final terms in respect of any notes includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation"). Consequently no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise

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4823-2436-9119 v.6

making them available to retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.

IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS
If the final terms in respect of any notes includes a legend entitled "Prohibition of Sales to
UK Retail Investors", the notes are not be offered, sold or otherwise made available to any retail
investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the
FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation"). Consequently no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notwithstanding the foregoing, if the final terms in respect of the notes includes a legend
entitled "Prohibition of Sales to EEA Retail Investors" or "Prohibition of Sales to UK Retail
Investors" but the Issuer subsequently prepares and publishes a key information document under
the PRIIPs Regulation or UK PRIIPs Regulation in respect of such notes, then the prohibition on the
offering, sale or otherwise making available of the notes to retail investors as described above shall
no longer apply.
_______________
Benchmark Regulation
Amounts payable under the notes may be calculated or otherwise determined by reference
to EURIBOR, the Euro Interest Swap Rate, LIBOR, and the USD CMS Rate. As of the date of this
Base Prospectus, the administrator of EURIBOR, the European Money Markets Institute, appears
on the register of administrators and benchmarks maintained by ESMA (the "ESMA Benchmarks
Register") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the
"Benchmark Regulation"). As of the date of this Base Prospectus, the administrator of LIBOR, the
Euro Interest Swap Rate, and the USD CMS Rate, ICE Benchmark Administration Limited, does not
appear on the ESMA Benchmarks Register. As far as the Issuer is aware, the transitional provisions
in Article 51 of the Benchmark Regulation apply, such that ICE Benchmark Administration Limited
(as administrator of LIBOR, the Euro Interest Swap Rate, and the USD CMS Rate) is not currently
required to obtain authorisation or registration (or, if located outside the EU, recognition,
endorsement or equivalence).
In addition, amounts payable under the notes may be calculated or otherwise determined
by reference to other base rates or indices or combinations of indices as indicated in the applicable
final terms. Any such base rate or index may constitute a benchmark for the purposes of the
Benchmark Regulation. If any such base rate or index does constitute such a benchmark the
applicable final terms will indicate whether or not the benchmark is provided by an administrator
included in the ESMA Benchmarks Register.
Not every base rate or index will fall within the scope of the Benchmark Regulation.
Furthermore, transitional provisions in the Benchmark Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators

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4823-2436-9119 v.6

and benchmarks at the date of the applicable final terms. The registration status of any
administrator under the Benchmark Regulation is a matter of public record and, save where
required by applicable law, we do not intend to update this Base Prospectus or the applicable final
terms to reflect any change in the registration status of the administrator.

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4823-2436-9119 v.6

TABLE OF CONTENTS
Overview of the Program .............................................................................................................................. 8
Risk Factors ................................................................................................................................................ 12
Risk Factors in Relation to the Issuer ............................................................................................ 12
Consent to Use this Base Prospectus ........................................................................................................ 37
Documents Incorporated by Reference ...................................................................................................... 39
Introduction.................................................................................................................................................. 43
Use of Proceeds .......................................................................................................................................... 43
Credit Ratings ............................................................................................................................................. 44
General Note Conditions ............................................................................................................................. 46
Information About Our Series F Euro Medium-Term Notes Program ............................................ 46
Features Common to All Notes ...................................................................................................... 48
Interest Rates ................................................................................................................................. 58
Redemption and Repayment ......................................................................................................... 87
Payment of Additional Amounts ..................................................................................................... 95
Mergers and Similar Transactions ................................................................................................. 97
Defeasance and Covenant Defeasance ........................................................................................ 98
Events of Default and Remedies ................................................................................................... 99
Meetings, Modification and Waiver of Covenants ........................................................................ 100
Special Rules for Action by Holders ............................................................................................. 101
Payment Mechanics for Notes ..................................................................................................... 102
Form, Exchange, Registration and Transfer ................................................................................ 105
Payment of Stamp and Other Taxes ............................................................................................ 108
Notices ......................................................................................................................................... 109
Title ............................................................................................................................................... 109
Replacement of Notes.................................................................................................................. 109
Plan of Distribution .................................................................................................................................... 110
Selling Restrictions ....................................................................................................................... 110
Market-Making Resales by Affiliates ............................................................................................ 132
Matters Relating to Initial Offering and Market-Making Resales.................................................. 133
Employee Retirement Income Security Act .............................................................................................. 134
Listing and General Information ................................................................................................................ 135
Taxation..................................................................................................................................................... 138
Form of Final Terms (Series F Notes) ...................................................................................................... S-1
________________

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OVERVIEW OF THE PROGRAM
The fol owing is an overview of the Series F euro medium-term notes program of The Goldman
Sachs Group, Inc. and should be read as an introduction to, and in conjunction with, the remainder of this
Base Prospectus, including any documents incorporated by reference therein, and the applicable final
terms, and you should base your investment decision on a consideration of this Base Prospectus, including
any documents incorporated by reference therein, and the applicable final terms as a whole. This overview
constitutes a general description of the Series F euro medium-term notes program for the purposes of
Article 25(1) of Commission Delegated Regulation (EU) 2019/980 (the "Prospectus Regulation
Implementing Regulation").
Issuer
The Goldman Sachs Group, Inc.
LEI
784F5XWPLTWKTBV3E584
Website of the Issuer
Our internet address is www.goldmansachs.com. Information on our
website does not form part of this Base Prospectus unless incorporated
by reference into this Base Prospectus.
Dealers
We may offer and sel the notes to or through one or more dealers or
directly to purchasers on a continuous or delayed basis.

Dealers include Goldman Sachs International and any other dealers
we may, from time to time, appoint.
Fiscal agent and registrar
The Bank of New York Mellon.
Listing agent, paying agent We have initially appointed Banque Internationale à Luxembourg as
and transfer agent
listing agent, paying agent and transfer agent for all notes listed on the
Official List of the Luxembourg Stock Exchange. We may at any time
terminate the appointment of any listing agent, paying agent or transfer
agent and appoint additional such agents. However, we will maintain a
paying agent in a European city until al outstanding notes have been
delivered to the fiscal agent for cancellation, or monies sufficient to pay
all amounts due on such notes have been made available for payment.
Calculation agent
We have initially appointed Goldman Sachs International as calculation
agent. We may at any time, without your consent and without notifying
you, terminate the appointment of any calculation agent and appoint
additional calculation agents.
Use of proceeds
We intend to use the net proceeds from the sale of the notes to provide
additional funds for our operations and for other general corporate
purposes, unless otherwise specified in the applicable final terms. In
particular, if so specified in the applicable final terms, we may intend to
allocate an amount equal to the net proceeds from the notes to finance
or refinance projects and assets made or held by any Group member
that respond to critical environmental, social and/or sustainability
issues, as further specified in the applicable final terms.
Issuance in series
Each of the Series F euro medium-term notes constitute a single,
distinct series of notes. We may from time to time issue additional
series, which may have different terms.
Currencies
Notes wil be denominated in U.S. dol ars or other currencies, as
specified in the applicable final terms.
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4823-2436-9119 v.6

Denominations
Unless otherwise specified in the applicable final terms, notes
denominated in Japanese yen wil have minimum denominations of
¥1,000,000, notes denominated in U.S. dollars wil have minimum
denominations of U.S.$2,000, notes denominated in euros will have
minimum denominations of 1,000, notes denominated in British
pounds sterling wil have minimum denominations of £1,000, and notes
denominated in any other currency will have minimum denominations
equal to at least 1,000.
Form of notes
We will issue each note in registered form. If the applicable final terms
state that the notes are to be issued under NSS and that they are
intended to be recognized as eligible col ateral for Eurosystem
monetary policy and intra-day credit operations, then the notes will be
registered in the name of a nominee for a common safekeeper for
Euroclear and Clearstream, Luxembourg and we will deliver these
notes to a common safekeeper for Euroclear and Clearstream,
Luxembourg. Delivering the notes to a common safekeeper does not
necessarily mean that the notes will be recognized as eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any time or al times during their
life.
Global notes in registered form which are not issued under NSS wil be
deposited with, and registered in the name of a nominee of, a common
depositary for Euroclear and Clearstream, Luxembourg or other
clearing system as specified in the applicable final terms
Types of notes
We may issue fixed rate notes (including zero coupon notes), floating
rate notes, and indexed notes.
Stated Maturity
In general, notes wil have a stated maturity of up to 40 years from the
date of issue.
Interest-bearing notes
Notes may bear interest at a fixed or floating rate. Fixed rate notes
include zero coupon notes, and other discount securities, which are
issued at a price lower than the face amount.

Floating rate notes bear interest at rates based on one or more of the
base rates specified in the Base Prospectus or the applicable final
terms.

A base rate may be adjusted by adding or subtracting a specified
number of basis points or multiplying it by a specified percentage and
may be subject to a minimum rate or a maximum rate, as specified in
the applicable final terms.
Indexed notes bear interest at rates determined at least in part by
reference to, directly or indirectly, one or more underlyers. Indexed
notes are further categorized as having one or more of the following
features: "range accrual", "steepener/flattener", "Asian absolute
performance", "digital", "outperformance" and "participation".
Sinking fund
Unless otherwise indicated in the applicable final terms, the notes will
not be entitled to the benefit of a sinking fund.
Redemption at our option
Unless otherwise specified in the applicable final terms, we will not be
entitled to redeem the notes before maturity, provided that, if the
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4823-2436-9119 v.6

applicable final terms specify "Additional Redemption Rights at the
Option of the Issuer" to be applicable, we may redeem the notes in the
event of certain developments involving an original primary rate event,
a change in law (including a change in tax law) or in connection with
the imposition of United States withholding taxes for which we have
agreed to pay additional amounts.
Payment
of
additional Unless otherwise specified in the applicable final terms, we wil make
amounts
all payments on the notes without deducting U.S. withholding taxes,
unless we are required by law to do so and, if we are required by law
to deduct U.S. withholding taxes, we will not pay additional amounts on
those payments unless the applicable final terms provide for the gross-
up of any payments due on the notes and only under certain
circumstances as described below under "Description of the Program
-- Payment of Additional Amounts."

Mergers
and
similar We wil not merge or consolidate with another corporation or corporate
transactions
entity, unless certain conditions are met.

Events
of
default
and If an event of default occurs and is continuing (the default not having
remedies
been cured or waived as provided under "-- Meetings, Modification
and Waiver of Covenants" below), the holder of an affected note may,
at its option, by written notice to us and the fiscal agent, declare the
principal amount of its note to be immediately due and payable. If the
event of default occurs because of events in bankruptcy, insolvency or
reorganization relating to The Goldman Sachs Group, Inc., the
principal amount of the notes wil be automatically accelerated, without
any action by the fiscal agent or any holder.
Meetings, modification and The fiscal agency agreement contains provisions for convening
waiver of covenants
meetings of holders to consider matters affecting their interests.
Certain changes require each affected holder's approval, others
require no approval by holders and still others require the approval of
two-thirds of the holders.
Payment mechanics for notes Unless otherwise specified in the applicable final terms, all payments
on notes wil be made in the applicable specified currency, subject to
certain exceptions.

We wil make payments on a global note in accordance with the
applicable policies of the relevant clearing systems which, unless
specified in the applicable final terms wil be Euroclear and
Clearstream, Luxembourg. We wil make payments on a note in
registered non-global form by paying interest due on an interest
payment date to the holder at the address shown on the register for
such notes as of the close of business on the regular record date and
all other payments by check or via wire transfer at the corporate trust
office of the fiscal agent and the office of the paying agent, against
surrender of the note.
Governing law
New York
10
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