Common use of Consent to use of Prospectus Clause in Contracts

Consent to use of Prospectus. The Issuer consents to the use of the Base Prospectus and these Final Terms by all financial interme- diaries (general consent). General consent for the subsequent resale or final placement of Securities by the financial intermediaries is given in relation to the Offer State(s) during the Offer Period during which subsequent resale or final placement of the Securities can be made, provided however, that the Base Prospectus (and/or Succeeding Base Prospectus) is still valid according to Article 12 of the Prospectus Regulation. In the case of an Offer Period which exceeds the duration of the validity of the Base Prospectus, the subsequent resale and final placement of the Securities by financial inter- mediaries can be made during the period in which a Succeeding Base Prospectus exists. In this case, the consent to the use of the Base Prospectus also applies to the use of the Succeeding Base Prospec- tus. Except for the notices referred to in the Conditions, the Issuer does not intend to publish any post- issuance information. Goldman Sachs intends to treat the Securities, for United States federal income tax purposes, in the manner described under "United States Tax Considerations – Securities Issued by GSFCI − Securities that are Classified as Debt for United States Tax Purposes" in the Base Prospectus, which description includes details for United States alien holders eligible for an exemption from United States federal withholding tax on payments of principal and interest. However this determination is not binding on the United States Internal Revenue Service ("IRS") and the IRS may disagree with the treatment. In the case of Securities that bear periodic coupons, the consequences of the IRS disagreeing with the treatment include the possibility that coupon payments made to the Security Holder (including any such coupon payments made at maturity) could be subject to tax at a 30 per cent. rate or at a lower rate specified by an applicable income tax treaty under an "other income" or similar provision. No additional amounts will be paid for such tax by the Issuer or by the applicable withholding agent. Amounts paid upon the redemption or maturity of the Securities are not expected to be subject to U.S. withholding tax and, if the Issuer (including any of its affiliates) is the withholding agent, the Issuer does not intend to withhold on such amounts. The Security Holder should consult their own tax advisor regarding the U.S. tax consequences of purchasing, holding and disposing of the Securi- ties.

Consent to use of Prospectus. The Issuer consents to the use of the Base Prospectus and these Final Terms by all financial interme- diaries (general consent). General consent for the subsequent resale or final placement of Securities by the financial intermediaries is given in relation to the Offer State(s) during the Offer Period during which subsequent resale or final placement of the Securities can be made, provided however, that the Base Prospectus (and/or Succeeding Base Prospectus) is still valid according to Article 12 of the Prospectus Regulation. In the case of an Offer Period which exceeds the duration of the validity of the Base Prospectus, the subsequent resale and final placement of the Securities by financial inter- mediaries can be made during the period in which a Succeeding Base Prospectus exists. In this case, the consent to the use of the Base Prospectus also applies to the use of the Succeeding Base Prospec- tus. Except for the notices referred to in the Conditions, the Issuer does not intend to publish any post- issuance information. Goldman Sachs intends to treat the Securities, for United States federal income tax purposes, in the manner described under "United States Tax Considerations P DQQHUGHVFULEHGXQGHU 8 QLWHG6WDWHV7 D[ &RQVLGHUDWLRQV– Securities Issued by GSFCI − Securities 6HFXULWLHV, VVXHGE\ * 6) &, 6HFXULWLHV that are Classified as Debt for United States Tax Purposes" in the Base Prospectus, which description includes details for United States alien holders eligible for an exemption from United States federal withholding tax on payments of principal and interest. However this determination is not binding on the United States Internal Revenue Service ("IRS") and the IRS may disagree with the treatment. In the case of Securities that bear periodic coupons, the consequences of the IRS disagreeing with the treatment include the possibility that coupon payments made to the Security Holder (including any such coupon payments made at maturity) could be subject to tax at a 30 per cent. rate or at a lower rate specified by an applicable income tax treaty under an "other income" or similar provision. No additional amounts will be paid for such tax by the Issuer or by the applicable withholding agent. Amounts paid upon the redemption or maturity of the Securities are not expected to be subject to U.S. withholding tax and, if the Issuer (including any of its affiliates) is the withholding agent, the Issuer does not intend to withhold on such amounts. The Security Holder should consult their own tax advisor regarding the U.S. tax consequences of purchasing, holding and disposing of the Securi- ties.