UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EDUCATION MANAGEMENT CORPORATION
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
28140M103
--------------------------------------------
(CUSIP Number)
December 31, 2013
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 85,245*
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
54,283,413
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 85,245*
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
54,283,413
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
54,368,658
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
43.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
*May include shares that are deemed to be beneficially owned pursuant to
Issuer grants of stock or options to directors that were appointed by
affiliates of Goldman, Sachs & Co. that may or may not be vested or exercisable
within 60 days.
Page 2 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
54,283,413
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
54,283,413
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
54,283,413
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
43.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 3 of 83
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CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
21,118,597
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
21,118,597
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
21,118,597
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 83
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CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V Advisors, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
21,118,597
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
21,118,597
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
21,118,597
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 5 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
10,908,983
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
10,908,983
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,908,983
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
8.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V OFFSHORE ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
10,908,983
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
10,908,983
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,908,983
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
8.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 7 of 83
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CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,241,855
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,241,855
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,241,855
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 8 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS V, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,241,855
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,241,855
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,241,855
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 9 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V GMBH & CO. KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
837,284
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
837,284
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
837,284
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 10 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS MANAGEMENT GP GMBH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
837,284
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
837,284
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
837,284
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 11 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V EDMC HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
740,880
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
740,880
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
740,880
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 12 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V EDMC GP, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
740,880
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
740,880
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
740,880
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 13 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2000, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,914,411
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,914,411
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,411
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 14 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PEP 2000 ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,914,411
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,914,411
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,411
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 15 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
673,854
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
673,854
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
673,854
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 16 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
673,854
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
673,854
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
673,854
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 17 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
743,493
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
743,493
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
743,493
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 18 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2002, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
266,884
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
266,884
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
266,884
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 19 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PEP 2002 ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
266,884
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
266,884
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
266,884
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 20 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,027,938
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,027,938
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,938
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 21 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,027,938
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,027,938
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,938
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 22 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
231,963
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
231,963
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
231,963
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 23 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
83,005
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
83,005
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
83,005
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 24 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
83,005
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
83,005
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
83,005
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 25 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
539,998
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
539,998
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
539,998
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 26 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
539,998
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
539,998
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
539,998
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 27 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT
FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
372,984
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
372,984
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
372,984
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 28 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
372,984
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
372,984
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
372,984
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 29 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
118,015
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
118,015
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
118,015
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 30 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
118,015
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
118,015
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
118,015
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 31 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
135,863
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
135,863
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
135,863
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 32 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
135,863
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
135,863
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
135,863
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 33 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MULTI-STRATEGY HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
154,772
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
154,772
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
154,772
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 34 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
154,772
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
154,772
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
154,772
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 35 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS EDMC INVESTORS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,157,920
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,157,920
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,157,920
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 36 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS EDMC ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,157,920
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,157,920
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,157,920
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 37 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
743,493
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
743,493
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
743,493
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 38 of 83
-----------------------
CUSIP No. 28140M103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
231,963
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
231,963
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
231,963
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 39 of 83
Item 1(a). Name of Issuer:
EDUCATION MANAGEMENT CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
210 Sixth Avenue, 33rd Floor
Pittsburgh, PA 15222
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS CAPITAL PARTNERS V FUND, L.P.
GSCP V Advisors, L.L.C.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
GSCP V OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
GS ADVISORS V, L.L.C.
GS CAPITAL PARTNERS V GMBH & CO. KG
GOLDMAN, SACHS MANAGEMENT GP GMBH
GSCP V EDMC HOLDINGS, L.P.
GSCP V EDMC GP, L.L.C.
GS PRIVATE EQUITY PARTNERS 2000, L.P.
GS PEP 2000 ADVISORS, L.L.C.
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
GS PRIVATE EQUITY PARTNERS 2002, L.P.
GS PEP 2002 ADVISORS, L.L.C.
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE
HOLDINGS, L.P.
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT
INVESTMENT FUND, L.P.
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND,
L.P.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS
GP, L.L.C.
MULTI-STRATEGY HOLDINGS, L.P.
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
GOLDMAN SACHS EDMC INVESTORS, L.P.
GS EDMC ADVISORS, L.L.C.
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND,
L.P.
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND,
L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC.; GOLDMAN, SACHS & CO.; GS
CAPITAL PARTNERS V FUND, L.P.; GS CAPITAL PARTNERS V
OFFSHORE FUND, L.P.; GS CAPITAL PARTNERS V INSTITUTIONAL,
L.P.; GSCP V EDMC HOLDINGS, L.P.; GOLDMAN SACHS EDMC
INVESTORS, L.P.; GS PRIVATE EQUITY PARTNERS 2000, L.P.; GS
PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.;
GS PRIVATE EQUITY PARTNERS 2002, L.P.; GS PRIVATE EQUITY
PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.; GS PRIVATE
EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.; GOLDMAN SACHS
PRIVATE EQUITY PARTNERS 2004, L.P.; GOLDMAN SACHS PRIVATE
EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P.; GOLDMAN
SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.;
MULTI-STRATEGY HOLDINGS, L.P.; GSCP V ADVISORS, L.L.C.; GS
ADVISORS V, L.L.C.; GSCP V EDMC GP, L.L.C.; GS EDMC
ADVISORS, L.L.C.; GS PEP 2000 ADVISORS, L.L.C.; GS PEP 2000
DIRECT INVESTMENT ADVISORS, L.L.C.; GS PEP 2002 ADVISORS,
L.L.C.; GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.; GS
PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.;
GSCP V OFFSHORE ADVISORS, L.L.C.; GOLDMAN SACHS PEP 2004
ADVISORS, L.L.C.; GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT
ADVISORS, L.L.C.; GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004 EMPLOYEE FUNDS GP, L.L.C.; GS PRIVATE EQUITY PARTNERS
2000 OFFSHORE HOLDINGS, L.P.; GS PRIVATE EQUITY PARTNERS
2002 OFFSHORE HOLDINGS, L.P.; GOLDMAN SACHS PRIVATE
EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P.; GS PEP 2000
OFFSHORE HOLDINGS ADVISORS, INC.; GS PEP 2002 OFFSHORE
HOLDINGS ADVISORS, INC.; GOLDMAN SACHS PEP 2004 OFFSHORE
HOLDINGS ADVISORS, INC.; MULTI-STRATEGY HOLDINGS OFFSHORE
ADVISORS, INC.; GOLDMAN, SACHS MANAGEMENT GP GMBH:
200 West Street, New York, NY 10282
GS CAPITAL PARTNERS V GMBH & CO. KG:
Messeturm, Friedrich-Ebert-Anlage 49
Frankfurt am Main 60308, Germany
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS CAPITAL PARTNERS V FUND, L.P. - Delaware
GSCP V Advisors, L.L.C. - Delaware
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. - Cayman Islands
GSCP V OFFSHORE ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. - Delaware
GS ADVISORS V, L.L.C. - Delaware
GS CAPITAL PARTNERS V GMBH & CO. KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
GSCP V EDMC HOLDINGS, L.P. - Delaware
GSCP V EDMC GP, L.L.C. - Delaware
GS PRIVATE EQUITY PARTNERS 2000, L.P. - Delaware
GS PEP 2000 ADVISORS, L.L.C. - Delaware
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. -
Cayman Islands
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. - Cayman Islands
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. - Delaware
GS PRIVATE EQUITY PARTNERS 2002, L.P. - Delaware
GS PEP 2002 ADVISORS, L.L.C. - Delaware
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P. -
Cayman Islands
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC. - Cayman
Islands
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C. - Delaware
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P. - Delaware
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C. - Delaware
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS,
L.P. - Cayman Islands
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC. -
Cayman Islands
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT
INVESTMENT FUND, L.P. - Delaware
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C. -
Delaware
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P. -
Delaware
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C. -
Delaware
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND,
L.P. - Delaware
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP,
L.L.C. - Delaware
MULTI-STRATEGY HOLDINGS, L.P. - Cayman Islands
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC. - Cayman
Islands
GOLDMAN SACHS EDMC INVESTORS, L.P. - Delaware
GS EDMC ADVISORS, L.L.C. - Delaware
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND,
L.P. - Delaware
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND,
L.P. - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
28140M103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 40 of 83
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.3)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 41 of 83
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 12, 2014
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS V, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V EDMC HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V EDMC GP, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2000, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2000 ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2002 ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS,
L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT
FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP,
L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP,
L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
MULTI-STRATEGY HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS EDMC INVESTORS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS EDMC ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 42 of 83
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Item 8 Information
99.4 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.5 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS V FUND, L.P.
99.7 Power of Attorney, relating to
GSCP V Advisors, L.L.C.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
99.9 Power of Attorney, relating to
GSCP V OFFSHORE ADVISORS, L.L.C.
99.10 Power of Attorney, relating to
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
99.11 Power of Attorney, relating to
GS ADVISORS V, L.L.C.
99.12 Power of Attorney, relating to
GS CAPITAL PARTNERS V GMBH & CO. KG
99.13 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.14 Power of Attorney, relating to
GSCP V EDMC HOLDINGS, L.P.
99.15 Power of Attorney, relating to
GSCP V EDMC GP, L.L.C.
99.16 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2000, L.P.
99.17 Power of Attorney, relating to
GS PEP 2000 ADVISORS, L.L.C.
99.18 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
99.19 Power of Attorney, relating to
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
99.20 Power of Attorney, relating to
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
99.21 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2002, L.P.
99.22 Power of Attorney, relating to
GS PEP 2002 ADVISORS, L.L.C.
99.23 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
99.24 Power of Attorney, relating to
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
99.25 Power of Attorney, relating to
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
99.26 Power of Attorney, relating to
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
99.27 Power of Attorney, relating to
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
99.28 Power of Attorney, relating to
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS,
L.P.
99.29 Power of Attorney, relating to
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
99.30 Power of Attorney, relating to
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT
FUND, L.P.
99.31 Power of Attorney, relating to
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
99.32 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
99.33 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.
99.34 Power of Attorney, relating to
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
99.35 Power of Attorney, relating to
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS
GP, L.L.C.
99.36 Power of Attorney, relating to
MULTI-STRATEGY HOLDINGS, L.P.
99.37 Power of Attorney, relating to
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
99.38 Power of Attorney, relating to
GOLDMAN SACHS EDMC INVESTORS, L.P.
99.39 Power of Attorney, relating to
GS EDMC ADVISORS, L.L.C.
99.40 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.
99.41 Power of Attorney, relating to
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
Page 43 of 83
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, par value $0.01 per share, of EDUCATION MANAGEMENT CORPORATION
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 12, 2014
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS V, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V EDMC HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V EDMC GP, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2000, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2000 ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2002 ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS,
L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT
FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP,
L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
MULTI-STRATEGY HOLDINGS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS EDMC INVESTORS, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS EDMC ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 44 of 83
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The GOLDMAN SACHS GROUP, INC. ("GS Group"),
as a parent holding company, are owned by GS CAPITAL PARTNERS V FUND, L.P., GS
CAPITAL PARTNERS V OFFSHORE FUND, L.P., GS CAPITAL PARTNERS V INSTITUTIONAL,
L.P., GS CAPITAL PARTNERS V GMBH & CO. KG, GSCP V EDMC Holdings, L.P., GOLDMAN
SACHS EDMC INVESTORS, L.P., GS PRIVATE EQUITY Partners 2000, L.P., GS PRIVATE
EQUITY PARTNERS 2000 Offshore Holdings, L.P., GS PRIVATE EQUITY PARTNERS 2000 -
DIRECT INVESTMENT Fund, L.P., GS PRIVATE EQUITY PARTNERS 2002, L.P., GS PRIVATE
EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P., GS PRIVATE EQUITY Partners 2002 -
DIRECT INVESTMENT Fund, L.P., GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND,
L.P., GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P., GOLDMAN SACHS PRIVATE
EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P., MULTI-STRATEGY HOLDINGS, L.P.,
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P. and
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P. (collectively,
the "GS Investing Entities"), or are owned, or may be deemed to be beneficially
owned, by GOLDMAN, SACHS & CO. ("Goldman Sachs"), a broker or dealer registered
under Section 15 of the Act and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940. The general partner, managing
general partner or other manager of each of the GS Investing Entities is an
affiliate of GS Group. Goldman Sachs is a wholly-owned subsidiary of GS Group.
Goldman Sachs is the investment manager of certain of the GS Investing
Entities.
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL PARTNERS V OFFSHORE FUND,
L.P., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P., GS CAPITAL PARTNERS V GMBH &
CO. KG, GSCP V EDMC HOLDINGS, L.P., GOLDMAN SACHS EDMC INVESTORS, L.P., GS
PRIVATE EQUITY PARTNERS 2000, L.P., GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE
HOLDINGS, L.P., GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.,
GS PRIVATE EQUITY PARTNERS 2002, L.P., GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE
HOLDINGS, L.P., GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.,
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P., GOLDMAN SACHS PRIVATE
EQUITY PARTNERS 2004, L.P., GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE
HOLDINGS, L.P., MULTI-STRATEGY HOLDINGS, L.P., GOLDMAN SACHS PRIVATE EQUITY
PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P. and GOLDMAN SACHS PRIVATE EQUITY
PARTNERS 2004 EMPLOYEE FUND, L.P. (collectively, the "GS Investing Entities") is
a party to a Shareholders Agreement, dated as of October 7, 2009, by and among
Education Management Corporation (the "Company"), the GS Investing Entities,
funds associated with Providence Equity Partners, funds associated with Leeds
Equity Partners and the other shareholders that are signatories thereto (the
"Shareholders Agreement"). The Shareholders Agreement provides that certain of
the GS Investing Entities and certain of the funds affiliated with Providence
Equity Partners will each have the right to designate up to two of the Company's
directors and certain of the funds associated with Leeds Equity Partners will
have the right to designate one of the Company's directors. The Shareholders
Agreement requires the parties thereto to vote their shares of the Company's
Common Stock, par value $0.01 per share ("Common Stock") for directors that are
designated in accordance with the provisions of the Shareholders Agreement. The
Shareholders Agreement also contains certain provisions regarding transfer
restrictions, drag-along rights and tag-along rights with respect the shares of
Common Stock owned by the parties thereto. The aggregate number of shares of
Common Stock beneficially owned collectively by the GS Investing Entities, funds
associated with Providence Equity Partners and funds associated with Leeds
Equity Partners (collectively, the "Significant Holders"), based on available
information, is 105,151,562, which represents approximately 84.4% of the
outstanding Common Stock and the aggregate number of shares of Common Stock
beneficially owned collectively by the Significant Holders and other parties to
the Shareholders Agreement, based on available information, is 117,925,618,
which represents approximately 94.6% of the outstanding Common Stock. The share
ownership reported for the GS Investing Entities does not include any shares of
Common Stock owned by the other parties to the Shareholders Agreement, except to
the extent disclosed in this Schedule 13G. Each of the GS Investing Entities
disclaims beneficial ownership of any shares of Common Stock owned by the other
parties to the Shareholders Agreement, except to the extent disclosed in this
Schedule 13G.
Page 45 of 83
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the "Company") , pursuant
to that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Priya Iyer, employee of the Company, as additional attorney-in-fact,
with the same authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 46 of 83
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and
Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN, SACHS & CO (the "Company") , pursuant to
that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Priya Iyer, an employee of the Company, as an additional
attorney-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN, SACHS & CO
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 47 of 83
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 12, 2010.
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V ADVISORS, L.L.C. its General Partner
By: /s/ Eric Goldstein
____________________________
Name: Eric Goldstein
Title: Vice President and Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V FUND, L.P. (the "Company") ,
pursuant to that Power of Attorney dated August 12, 2010 (the "POA"), does
hereby designate Priya Iyer and Brian Bae, employees of the Company, as
additional attorneys-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS CAPITAL PARTNERS V FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 48 of 83
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GSCP V Advisors, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GSCP V Advisors, L.L.C. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GSCP V Advisors, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 49 of 83
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V OFFSHORE FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V OFFSHORE ADVISORS, L.L.C. its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. (the "Company")
, pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company, as
additional attorneys-in-fact, with the same authority to act as provided to
the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 50 of 83
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GSCP V OFFSHORE ADVISORS, L.L.C. (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 51 of 83
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V INSTITUTIONAL,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: GS ADVISORS V, L.L.C. its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. (the "Company")
, pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 52 of 83
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS ADVISORS V, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS ADVISORS V, L.L.C. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS ADVISORS V, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 53 of 83
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS V GMBH & CO. KG
By: GS ADVISORS V, L.L.C., its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V GMBH & CO. KG (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS CAPITAL PARTNERS V GMBH & CO. KG
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 54 of 83
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-in-fact, with the same authority to act as
provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 55 of 83
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V EDMC HOLDINGS, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GSCP V EDMC HOLDINGS, L.P.
By: GSCP V EDMC GP, L.L.C.
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Vice President/Treasurer
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GSCP V EDMC HOLDINGS, L.P. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GSCP V EDMC HOLDINGS, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 56 of 83
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V EDMC GP, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GSCP V EDMC GP, L.L.C.
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Vice President/Treasurer
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GSCP V EDMC GP, L.L.C. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GSCP V EDMC GP, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 57 of 83
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2000, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2000, L.P.
By: GS PEP 2000 ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2000, L.P. (the "Company") ,
pursuant to that Power of Attorney dated August 9, 2010 (the "POA"), does
hereby designate Priya Iyer and Brian Bae, employees of the Company, as
additional attorneys-in-fact, with the same authority to act as provided to
the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2000, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 58 of 83
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2000 ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PEP 2000 ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PEP 2000 ADVISORS, L.L.C. (the "Company") , pursuant
to that Power of Attorney dated August 9, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PEP 2000 ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 59 of 83
EXHIBIT (99.18)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE
HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
By: GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 60 of 83
EXHIBIT (99.19)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2000 OFFSHORE HOLDINGS ADVISORS,
INC. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. (the
"Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees
of the Company, as additional attorneys-in-fact, with the same authority
to act as provided to the undersigned and the other attorneys-in-fact named
in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 61 of 83
EXHIBIT (99.20)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2000 DIRECT INVESTMENT ADVISORS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald
L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in
the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 62 of 83
EXHIBIT (99.21)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2002, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2002, L.P.
By: GS PEP 2002 ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2002, L.P. (the "Company") ,
pursuant to that Power of Attorney dated August 9, 2010 (the "POA"), does
hereby designate Priya Iyer and Brian Bae, employees of the Company, as
additional attorneys-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2002, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 63 of 83
EXHIBIT (99.22)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2002 ADVISORS, L.L.C.(the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PEP 2002 ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PEP 2002 ADVISORS, L.L.C. (the "Company") , pursuant
to that Power of Attorney dated August 9, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PEP 2002 ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 64 of 83
EXHIBIT (99.23)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE
HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
By: GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named
in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 65 of 83
EXHIBIT (99.24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2002 OFFSHORE HOLDINGS ADVISORS,
INC.(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in the
POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 66 of 83
EXHIBIT (99.25)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2002 DIRECT INVESTMENT ADVISORS,
L.L.C.(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
(the "Company") , pursuant to that Power of Attorney dated August 9,
2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 67 of 83
EXHIBIT (99.26)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004, L.P. (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
By: GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 68 of 83
EXHIBIT (99.27)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C. (the "Company") ,
pursuant to that Power of Attorney dated August 9, 2010 (the "POA"), does
hereby designate Priya Iyer and Brian Bae, employees of the Company, as
additional attorneys-in-fact, with the same authority to act as provided to
the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 69 of 83
EXHIBIT (99.28)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004 OFFSHORE HOLDINGS, L.P. (the "Company") does hereby make, constitute and
appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P.
By: GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE
HOLDINGS, L.P. (the "Company") , pursuant to that Power of Attorney dated
August 9, 2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 70 of 83
EXHIBIT (99.29)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS
ADVISORS, INC. (the "Company") does hereby make, constitute and appoint each
of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 71 of 83
EXHIBIT (99.30)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004-DIRECT INVESTMENT FUND, L.P. (the "Company") does hereby make, constitute
and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy
Kahn (and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P.
By: GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 ??? DIRECT
INVESTMENT FUND, L.P. (the "Company") , pursuant to that Power of Attorney
dated August 9, 2010 (the "POA"), does hereby designate Priya Iyer and
Brian Bae, employees of the Company, as additional attorneys-in-fact, with
the same authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 72 of 83
EXHIBIT (99.31)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT
ADVISORS, L.L.C.(the "Company") does hereby make, constitute and appoint each
of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 73 of 83
EXHIBIT (99.32)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE
FUND, L.P. (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
By: GS PEP 2002 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
(the "Company") , pursuant to that Power of Attorney dated August 9, 2010
(the "POA"), does hereby designate Priya Iyer and Brian Bae, employees of
the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in
the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 74 of 83
EXHIBIT (99.33)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE
FUNDS GP, L.L.C. (the "Company") does hereby make, constitute and appoint each
of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 28, 2010.
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Jonathan Snider
____________________________
Name: Jonathan Snider
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP,
L.L.C. (the "Company") , pursuant to that Power of Attorney dated October
28, 2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 75 of 83
EXHIBIT (99.34)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004 EMPLOYEE FUND, L.P. (the "Company") does hereby make, constitute and
appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
By: GOLDMAN SACHS PEP 2004 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND,
L.P. (the "Company") , pursuant to that Power of Attorney dated August 9,
2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae, employees
of the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in
the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 76 of 83
EXHIBIT (99.35)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004 EMPLOYEE FUNDS GP, L.L.C. (the "Company") does hereby make, constitute and
appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE
FUNDS GP, L.L.C. (the "Company") , pursuant to that Power of Attorney
dated August 9, 2010 (the "POA"), does hereby designate Priya Iyer and
Brian Bae, employees of the Company, as additional attorneys-in-fact, with
the same authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 77 of 83
EXHIBIT (99.36)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MULTI-STRATEGY HOLDINGS, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
MULTI-STRATEGY HOLDINGS, L.P.
By: MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
By: /s/ Jonathan M. Lamm
-----------------------------
Name: Jonathan M. Lamm
Title: Assistant Treasurer
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of MULTI-STRATEGY HOLDINGS, L.P. (the "Company") , pursuant
to that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
MULTI-STRATEGY HOLDINGS, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 78 of 83
EXHIBIT (99.37)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MULTI-STRATEGY HOLDINGS OFFSHORE
ADVISORS, INC. (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories,hereby ratifying and confirming all
that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
By: /s/ Jonathan M. Lamm
-----------------------------
Name: Jonathan M. Lamm
Title: Assistant Treasurer
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
(the "Company") , pursuant to that Power of Attorney dated September 24,
2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae, employees
of the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in
the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 79 of 83
EXHIBIT (99.38)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS EDMC INVESTORS, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"),with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GOLDMAN SACHS EDMC INVESTORS, L.P.
By: GS EDMC ADVISORS, L.L.C.
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS EDMC INVESTORS, L.P. (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS EDMC INVESTORS, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 80 of 83
EXHIBIT (99.39)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS EDMC ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS EDMC ADVISORS, L.L.C.
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS EDMC ADVISORS, L.L.C. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS EDMC ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 81 of 83
EXHIBIT (99.40)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2000 - DIRECT
INVESTMENT FUND, L.P. (the "Company") does hereby make, constitute and appoint
each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.
By: GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND,
L.P. (the "Company") , pursuant to that Power of Attorney dated August 9,
2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae, employees
of the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in
the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 82 of 83
EXHIBIT (99.41)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2002 - DIRECT
INVESTMENT FUND, L.P. (the "Company") does hereby make, constitute and appoint
each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 9, 2010.
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
By: GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Jeanine Lee
____________________________
Name: Jeanine Lee
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND,
L.P. (the "Company") , pursuant to that Power of Attorney dated August 9,
2010 (the "POA"), does hereby designate Priya Iyer and Brian Bae, employees
of the Company, as additional attorneys-in-fact, with the same authority to
act as provided to the undersigned and the other attorneys-in-fact named in
the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 83 of 83