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      "text": "Goldman Sachs. These activities by an Advisory Account may enhance the profitability of Goldman Sachs or other Accounts (including Advisory Accounts) with respect to their investment in and activities relating to such companies. Advisory Accounts will not be entitled to compensation as a result of this enhanced profitability. Goldman Sachs makes loans to, and enters into margin, asset-based or other credit facilities or similar transactions with, clients, companies or individuals, that are secured by publicly or privately held securities or other assets, including by a client's assets or interests in an Advisory Account. Some of these borrowers are public or private companies, or founders, officers or shareholders in companies in which Goldman Sachs or Advisory Accounts or other Accounts (directly or indirectly) invest, and such loans may be secured by securities of such companies, which may be the same as, pari passu with, or more senior or junior to, interests held (directly or indirectly) by Goldman Sachs, its Advisory Accounts or other Accounts. Other borrowers include Goldman Sachs PWM clients that pledge their interests in certain Advisory Accounts to Goldman Sachs as collateral for such loans. In connection with its rights as lender, Goldman Sachs acts to protect its own commercial interest and may take actions that adversely affect the borrower, including by liquidating or causing the liquidation of securities on behalf of a borrower or foreclosing and liquidating such securities in Goldman Sachs' own name. Such actions will adversely affect Advisory Accounts (if, for example, a large position in a security is liquidated, among the other potential adverse consequences will be that the value of such security will decline rapidly and Advisory Accounts holding (directly or indirectly) such security will in turn decline in value or will be unable to liquidate their positions in such security at an advantageous price or at all). In addition, any foreclosure on collateral consisting of interests in an Advisory Account could have an adverse effect on that Advisory Account and its financing arrangements. For a discussion of certain additional conflicts associated with Goldman Sachs and Accounts, on the one hand, and a particular Advisory Account, on the other hand, investing in or extending credit to different parts of the capital structure of a single issuer, see this Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Investments in and Advice Regarding Different Parts of an Issuer's Capital Structure. Conflicts of interest also arise in the context of a restructuring or refinancing of debt securities that are owned by both Goldman Sachs and Advisory Accounts. In connection with any such restructuring or refinancing, the issuer could ask for broad liability releases not only from the participants themselves, but in addition from any affiliates of the participants that also hold the debt securities being restructured or refinanced. To the extent that a particular Advisory Account does not have the authority to provide such a release and is unable to negotiate a narrower release, it would be precluded from participating in the transaction, which could disadvantage such Advisory Account. Subject to applicable law, Goldman Sachs (including GSAM) or Accounts (including GSAM Employee Funds or other Advisory Accounts) may invest in or alongside particular Advisory Accounts that are pooled investment vehicles. These investments may be on terms more favorable than those of an investment by Advisory Accounts in such a pooled investment vehicle and constitute a substantial percentage of the assets of the pooled investment vehicle, resulting in particular Advisory Accounts being allocated a smaller share of the investment than would be the case absent the side-by-side investment. In addition, when Goldman Sachs buys or sells securities or other instruments (such as derivatives used for hedging purposes) for its own account at the same time such securities or other instruments are bought or sold for a particular Advisory Account, Goldman Sachs has in the past executed, and expects in the future to execute, such transactions through an affiliated broker-dealer, whereas the Advisory Account transaction is generally executed through a third-party broker-dealer. The terms of any such transactions, including execution price, are expected to differ, and the particular Advisory Account may be subject to a different level of counterparty risk than Goldman Sachs in connection with such transactions. In the event of the failure of a direct counterparty of the Advisory Account to perform its obligations under a particular trade, the interests of Goldman Sachs",
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