EX-7.10 11 dp38106_ex0710.htm EXHIBIT 7.10
Exhibit 7.10
 

 
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 Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose, (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 6, 2008.

 
 
THE GOLDMAN SACHS GROUP, INC.
 
       
       
       
 
By:
/s/  Gregory K. Palm
 
       
 
Name:
Gregory K. Palm
 
 
Title:
Executive Vice President and General Counsel
 

 
 

 

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose, (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 6, 2008.

 
 
GOLDMAN, SACHS & CO.
 
       
       
       
 
By:
/s/  Gregory K. Palm
 
       
 
Name:
Gregory K. Palm
 
 
Title:
Managing Director
 

 
 

 
 

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. (the  "Company")  does hereby make,  constitute  and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Kevin P. Treanor and Amber Derryberry (and any other  employee of The Goldman  Sachs Group,  Inc. or one of its affiliates  designated  in  writing by Bruce Albert or Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, 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,  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 person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to 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 this 2nd day of __May________, __2013.
 

 

 
 
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
 
       
       
       
 
By:
/s/ Tracy Sellers
 
       
 
Name:
Tracy Sellers
 
 
Title:
Vice President
 

 
 

 
 
 

 
POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that EXCHANGE PARENT CORP. (the  "Company")  does hereby make,  constitute  and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Kevin P. Treanor and Amber Derryberry (and any other  employee of The Goldman  Sachs Group,  Inc. or one of its affiliates  designated  in  writing by Bruce Albert or Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, 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,  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 person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to 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 this 6th day of __May________, __2013.

 
 
EXCHANGE PARENT CORP.
 
       
       
       
 
By:
/s/ Tracy Sellers
 
       
 
Name:
Tracy Sellers
 
 
Title:
Vice President
 

 
 

 
 

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that EXCHANGE MERGER CORP. (the  "Company")  does hereby make,  constitute  and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Kevin P. Treanor and Amber Derryberry (and any other  employee of The Goldman  Sachs Group,  Inc. or one of its affiliates  designated  in  writing by Bruce Albert or Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, 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,  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 person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to 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 this 6th day of __May________, __2013.
 

 

 
 
EXCHANGE MERGER CORP.
 
       
       
       
 
By:
/s/ Tracy Sellers
 
       
 
Name:
Tracy Sellers
 
 
Title:
Vice President