Exhibit 2.5
CERTIFICATE OF INCORPORATION
OF
GS FINANCE CORP.
FIRST. The name of the corporation is GS Finance Corp.
SECOND. The address of the corporation’s registered office in the State of Delaware is c/o
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the corporation’s registered agent at such address
is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares which the corporation shall have authority to issue is 100
shares of Common Stock, and the par value of each such share is $0.01.
FIFTH. The name and mailing address of the incorporator is Wing Yee Veronica Foo, The Goldman
Sachs Group, Inc., 85 Broad Street, New York, NY 10004.
SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or
repeal by-laws of the corporation.
SEVENTH. The number of directors of the corporation shall be fixed from time to time pursuant
to the by-laws of the corporation. Elections of the directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.
EIGHTH. A director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent
that such exemption from liability or limitation thereof is not permitted under the General
Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or
protection of a director of the corporation hereunder in respect of any act or omission occurring
prior to the time of such amendment, modification or repeal.
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IN WITNESS WHEREOF, I have signed this certificate of incorporation this 17th day of August,
2007.
| /s/ Wing Yee Veronica Foo | ||||
| By: | Wing Yee Veronica Foo | |||
| Incorporator | ||||
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