0000769993-13-000215.txt : 20130214 0000769993-13-000215.hdr.sgml : 20130214 20130214130820 ACCESSION NUMBER: 0000769993-13-000215 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: GOLDMAN SACHS EDMC INVESTORS, L.P. GROUP MEMBERS: GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C. GROUP MEMBERS: GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C. GROUP MEMBERS: GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC. GROUP MEMBERS: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTME GROUP MEMBERS: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, GROUP MEMBERS: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUNDS GP GROUP MEMBERS: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS GROUP MEMBERS: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P. GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS V, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS V FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS V GMBH & CO. KG GROUP MEMBERS: GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. GROUP MEMBERS: GS EDMC ADVISORS, L.L.C. GROUP MEMBERS: GS PEP 2000 ADVISORS, L.L.C. GROUP MEMBERS: GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. GROUP MEMBERS: GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. GROUP MEMBERS: GS PEP 2002 ADVISORS, L.L.C. GROUP MEMBERS: GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C. GROUP MEMBERS: GS PEP 2002 OFFSHORE HOLDINGS ADVISORS, INC. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2000, L.P. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUNDS GP, L.L.C. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2002, L.P. GROUP MEMBERS: GSCP V ADVISORS, L.L.C. GROUP MEMBERS: GSCP V EDMC GP, L.L.C. GROUP MEMBERS: GSCP V EDMC HOLDINGS, L.P. GROUP MEMBERS: GSCP V OFFSHORE ADVISORS, L.L.C. GROUP MEMBERS: MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS INC. GROUP MEMBERS: MULTI-STRATEGY HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48543 FILM NUMBER: 13610014 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13G/A 1 edmc3gsco.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* EDUCATION MANAGEMENT CORPORATION ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 28140M103 -------------------------------------------- (CUSIP Number) December 31, 2012 ------------------------------------------------------------------------------- (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 57,590 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 54,268,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 57,590 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 54,268,940 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 54,326,530 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 43.6 % ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ 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 54,268,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 54,268,940 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 54,268,940 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 43.6 % ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA ------------------------------------------------------------------------------ Page 3 of 83 ----------------------- 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) 17.0 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 4 of 83 ----------------------- 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) 17.0 % ------------------------------------------------------------------------------ 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) 8.8 % ------------------------------------------------------------------------------ 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) 8.8 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 7 of 83 ----------------------- 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 CO ------------------------------------------------------------------------------ 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 13, 2013 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 13, 2013 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Page 83 of 83