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
Roger S. Begelman,  Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,  Felicia
J. Rector,  Michael T. Seeley,  and Stephen Wong, (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 it 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 April 12, 2006.

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V Offshore Advisors, L.L.C., its General Partner

By:/s/ Adrian M. Jones
-----------------------------------
Name:  Adrian M. Jones
Title: Managing Director